Annual Report RUSNANO 2011
Moscow 2012
Annual Report RUSNANO 2011 1
Contents
Letter from the Chairman of the Board of Directors and the CEO and Chairman of the 3 Executive Board of RUSNANO Mission and Objectives of RUSNANO 5 Investment Activities of RUSNANO 6 • Review of Applications and Adoption of Projects 6 • Manufacturing Projects 10 • Sales of Nanotechnology Products Manufactured by Portfolio Companies 11 • Program 13+ for Commissioning New Manufacturing Facilities 12 • Joint Venture Capital Funds 13 • Foreign Subsidiaries 14 Sources of Financing in 2011 15 Management of Portfolio Companies 16 Key Performance Indicators 18 Monitoring Production of Goods in the Nanoindustry 19 Appendix A. Brief Descriptions of Projects Approved by RUSNANO in 2011 20 Appendix B. Company Profile 30 Appendix C. General Meeting of Shareholders 33 Appendix D. RUSNANO Board of Directors—members and meeting minutes 34 Appendix E. Members of Audit Committee of the Company 60 Appendix F. Members of the Executive Board of the Company 61 Appendix G. Main directions of the Company’s development 68 Appendix H. Structure of the Open Joint Stock Company 69 Appendix I. Large Transactions of the Company during 2011, Including Transactions 102 Acknowledged as Large Transactions in Conformance with the Federal Law On Joint Stock Companies and Other Transactions That, in Accordance with the Charter of the Company, Require Approval as Large Transactions: the Principal Conditions for Each and the Management Body Approving the Transaction Appendix J. Related-Party Transactions of the Company during 2011, Including 102 Transactions Acknowledged as Related-Party Transactions in Conformance with the Federal Law On Joint Stock Companies: the Related Party(Parties) for Each Principal Conditions, and the Management Body Approving the Transaction Appendix K. Allocation by the Company of Profit Obtained in 2011 114 Appendix L. Risks Arising from Activities of the Company 119 Appendix M. Results of Fulfilling Mandates and Directives from the President of the 122 Russian Federation and Authorizations from the Government of the Russian Federation Appendix N. Use of Energy Resources during 2011 in Real and Monetary Value 124 Appendix O. Annual Financial Report for 2011, the Auditor’s Opinion on the Reliability 125 of the Annual Financial Report, and the Report of the Audit Commission
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Letter from the Chairman of the Board of Directors and the CEO and Chairman of the Executive Board of RUSNANO
The year 2011 was RUSNANO’s first full year of work after far-reaching reorganization. We were a state corporation; today we are an open joint stock company, a familiar form for our investors and partners. Like other businesses, the effectiveness of our investments, their profitability, and their payback have become paramount for our company. We fully embrace the work of building a nanoindustry in Russian that operates at global standards and is capable of competing worldwide. RUSNANO will carry out its charge within the business-logic framework for which a joint stock company is designed. Matters best left to noncommercial logic have become the province of the Fund for Infrastructure and Educational Programs. The operations of these state institutes of development have been launched as they should be, in forms that follow functions. RUSNANO is one of the largest technology investors in Russia. Our projects are entirely within the high-tech sphere because we invest solely in nanotechnology projects. Consider these statistics. In 2011 RUSNANO invested more than 36 billion rubles in the development of the nanoindustry. But what is more important, simultaneously, private business invested in those projects. The sum of its investment exceeded 57 billion rubles. Only a partnership of private and government sectors can establish a viable nanoindustry. The year just past was the first in which a sizeable number of newly created businesses—portfolio companies founded with co-financing from RUSNANO— launched production facilities. In 2010 the first three manufacturing plants were commissioned; in 2011 we set our sights and all our energies on a program of 13+. And we met our goal. Why 13+? Some of our business commissioned several factories at once in difference regions of the country. It is a telltale sign that the innovation economy is growing beyond Moscow; in fact, it is bursting forth in Russia’s regions. For that reason, a significant share of our financial resources is going to the regions. In all, after less than four full years of cofinancing to create nanotechnology companies, RUSNANO has invested more than 100 billion rubles in promising businesses. That money is working as it should, as portfolio company earnings demonstrate. In 2011 they sold nano-enabled goods exceeding 11 billion rubles—a giant step from the just over one billion in sales in 2010. This year portfolio companies paid RUSNANO its first dividends. The Fund for Infrastructure and Educational Programs plays no lesser role in developing the country’s nanoindustry. After reorganization of the state corporation, the fund took on responsibility for essential work not suited to an open joint stock company: building infrastructure in technology, education, organization, and law. During the year, the Board of Directors and the Executive Board reviewed proposed projects and carefully considered the progress in earlier-approved portfolio companies. There were a few instances in which we had to take the difficult step of closing a project. You will read about that, and the other highlights from 2011, in
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this annual report. In general, we can say that despite some delays, natural for projects of this size, we are moving forward, even outdistancing indicators set in our strategy for 2015. We would like to acknowledge the considerable help the Board of Directors has received from two of its committees, the Science and Technology Board and the Committee on Investment Policy. We are grateful, too, for the support of our shareholder, the Government of the Russian Federation.
Vladislav Putilin Anatoly Chubais
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Mission and Objectives of RUSNANO
RUSNANO was established on March 11, 2011, as an open joint stock company through reorganization of state corporation Russian Corporation of Nanotechnologies, which had been founded in 2007. Federal law № 211 On Reorganization of the Russian Corporation of Nanotechnologies dated July 27, 2010, stipulated the universal succession of the company to all rights and responsibilities of the state corporation. The non-commercial Fund for Infrastructure and Educational Programs also resulted from the state corporation’s reorganization. RUSNANO’S mission is to commercialize advances in nanotechnology by establishing profitable businesses that are capable of competing in global and, in some cases, domestic markets. RUSNANO becomes a co-investor in these endeavors to build a nanotechnology industry based on developments by Russian scientists and leading foreign technologies transferred to the Russian Federation. So far, RUSNANO is without parallel in the Russian Federation. The country’s nanoindustry is evolving though, and the appearance of competitors in the mid-term, perhaps including private companies, is highly likely. The purpose of the Fund for Infrastructure and Educational Programs is to create infrastructure for innovation in the country. The indices by which RUSNANO will be measured remain unchanged: by 2015 sales of nano-enabled products by companies in which RUSNANO has invested will reach or exceed 300 billion rubles and Russia’s nanoindustry as a whole will achieve sales of 900 billion rubles or more.
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Investment Activities of RUSNANO
Review of Applications and Adoption of Projects
RUSNANO received 229 applications for project financing during 2011. These applications had budgets totaling 814.3 billion rubles of which 435.9 billion rubles (53.5 percent) was sought from the company. From April 1, 2008, when RUSNANO began accepting applications, through December 31, 2011, the company registered 2113 applications1 totaling 4.45 trillion rubles. Applicants requested 2.37 trillion rubles (51 percent) of the total from RUSNANO. Financing requests came from 35 countries and 200 cities or towns within the Russian Federation. The largest number of domestic applications in 2011 came from the Central Federal Okrug (66 applications, 54 percent), the Privolzhsky Federal Okrug (26 applications, 21 percent), Northwestern Federal Okrug (12 applications, 10 percent), and the Siberian Federal Okrug (7 applications, 6 percent). In comparison with the previous year, the number of applications from Russia fell by nearly two-thirds, from 343 in 2011 to 123 in 2011 (figure 1).
168 Central Federal Okrug 66 46 Privolzhsky Federal Okrug 26 38 Northwestern Federal Okrug 12 Siberian Federal Okrug 42 7 2010 Urals Federal Okrug 26 5 2011 6 Far Eastern Federal Okrug 3 12 Southern Federal Okrug 2 5 Northern Caucasian Federal Okrug 2
0 20 40 60 80 100 120 140 160 180 Figure 1. Domestic applications by federal okrug, 2010 and 2011
During 2011, 106 foreign applicants from 24 countries submitted requests for financing (figure. 2). That number is 10 percent higher than in 2010 when 96 foreign applicants submitted requests.
1 Of these applications, 2,092 were for manufacturing projects, funds, or nanocenters and 21 were for infrastructure or educational programs. The latter two were transferred to the Fund for Infrastructure and Educational Programs for evaluation.
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United States 37 43 Germany 13 22 India 6 United Kingdom 3 5 Switzerland 3 5 South Korea 2 5 1 Japan 4 2010 Israel 3 4 2011 Australia 3 Finland 2 Canada 2 5 Denmark 2 Austria 2 Other Countries 11 17 0 5 10 15 20 25 30 35 40 45 50
Figure 2. Applications from foreign countries, 2010 and 2011
Analysis of the applications received by RUSNANO in 2011 reveals that 92 percent sought cofinancing for manufacturing projects, either new manufacturing or broadening and modernizing existing manufacturing. Of 229 applications, 211 were manufacturing projects, twelve proposed funds, and six proposed projects to develop infrastructure for innovation (figure 3).
3% 5%
ПроизводствоManufacturing
ИнфраструктураInfrastructure
ФондFunds
92%
Figure 3. 2011 Applications by type of project, 2011
Management bodies of RUSNANO approved the financing of 38 projects and funds during 2011. Their budgets totaled 217.3 billion rubles and included co- investment by RUSNANO of 69.1 billion rubles. Brief descriptions of these projects are presented in Appendix A.
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In sum, from April 1, 2008, through December 31, 2011, RUSNANO approved 132 manufacturing projects and funds. Budgets for these projects total 535.6 billion rubles of which RUSNANO will co-invest 224.4 billion rubles. During 2011 RUSNANO terminated six manufacturing projects that it had previously approved for cofinancing but in which it had not initiated investment: • Production of multicascade nanostructured solar elements and solar panels based on А3В5 semidconductors • Commercial-scale production of nanostructure microspheric catalysts of dehydrated isoparaffin and an adsorbent for drying olefin-containing flows • Production of monochloracetic acid using nanostructured catalysts of hydrated dichloroethanoic acid • Production of units that synthesize nanoceramic composites on the surface of valve metals • Production of film using diffractive optical elements and goods derived from the film using web printing • Production of two-sided solar elements and modules based on monocrystalline silicon The projects were closed for one or more of the following reasons: • Failure on the part of the applicant and/or the co-investors to accept certain responsibilities for realizing the project • Determination by the applicant that it could not realize the joint project due to a change in ownership or management or a downturn in the financial condition of the company • The applicant’s substitution of financing from RUSNANO with other investment sources During the last two years the number of projects approved for co-investment has stabilized at around 40 projects per year. That number is somewhat lower that 2009 when RUSNANO agreed to cofinance 54 projects. Four of the six projects terminated in 2011 were approved during 2009. Data on projects approved for co-investment are shown by year in figure 4.
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одобрениеApproved 138 projectsпроектов 60 54 закрытиеTerminated 6 ранее 6 projects одобренных проектов 50 40 38 40
30
20
10 6 6
0 2008 2009 2010 2011
Figure 4. Project approved for co-investment and projects terminated, 2008–2011
During 2011 RUSNANO began co-investment in 36 new projects. In all during the year, RUSNANO financed 61 projects, providing 36.3 billion rubles for their realization, nearly twice the 18.5 billion rubles that had been targeted in the company’s strategy for the year. The company made its co-investments: • Through bonded loans and bank credits under guarantee of the Russian Federation in the amount of 36,338,786,338 rubles • Through RUSNANO’s own resources in the amount of 60,891 rubles Meanwhile the projects’ co-investors and applicants invested 57.5 billion rubles to bring the projects closer to fruition. Of that sum, 22.8 billion was in monetary resources. The annual strategy had forecast 9.0 billion rubles. In total, 85 projects are being or have been financed. RUSNANO had invested 100.5 billion rubles through December 31, 2011, and other co-investors had contributed 99.5 billion rubles of which 408 billion rubles was in monetary resources. RUSNANO turned down 351 requests for co-investment in 2011 (excluding terminated projects), nearly half the level of denials in 2010 when it declined 603 requests. Most of the refusals resulted from proposals that did not conform to the requirements of RUSNANO, most often because the applicant failed or was unable to fully elaborate its documents. In all from April 1, 2008, through December 31, 2011, the Executive Board of RUSNANO rejected 1,603 applications2 for project cofinancing. The reasons for denial are shown in table 1.
Table 1. Applications for which financing was declined, 2008–2011 Reason Declined as of December 31, 2011
2Of these, 1,587 were applications and terminated projects and 16 were educational programs declined with transfer to the Fund for Infrastructure and Educational Programs.
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Reason Declined as of December 31, 2011 Requested from Total budget RUSNANO Number (in billions of (in billions of rubles) rubles) Documents inconsistent with 1,091 1,926 1,025 requirements of RUSNANO Negative findings from the Science 14 21 14 and Technology Board Negative findings from the 29 36 14 investment evaluation Negative findings from the science 315 456 270 and technology evaluation Independent withdrawal by the 148 281 172 applicant Terminated projects earlier approved 6 9 4 for cofinancing Total: 1,603 2,729 1,499
Manufacturing Projects
RUSNANO gives priority to applications to establish production of new nano- enabled products or to broaden their existing production. Analyses of the competitiveness of proposed products in Russian and global markets are among key factors in the company’s project selection process. A significant portion of projects approved for co-investment will offer products that equal or exceed technology that is available globally. These are products with potential for export. Projects proposing to manufacture import-replacing goods and those that would transfer leading technologies to Russia are also favored. RUSNANO has designed and employs a classification of production projects by technical area. Six areas currently hold the greatest interest for the company: • Nanomaterials • Optics and electronics • Medicine and pharmacology • Energy efficiency • Surface modifiers • Other These broad categories are then subdivided into smaller sets. In 2011 RUSNANO received 211 applications for co-financing in these areas. Their aggregate budgets equaled 718 billion rubles; applicants sought 390 billion of that sum in co-investment from RUSNANO. The trend toward greater percentages of applications in manufacturing, noted in previous years, continued in 2011, when 92 percent of the applications were for manufacturing projects compared with 86 percent in 2010.
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RUSNANO approved 34 manufacturing projects during the year. Their aggregate budgets equaled 187.2 billion rubles. RUSNANO will co-invest 57 billion rubles, or 30.5 percent, in their realization. These new projects are mostly concentrated in nanomaterials, medicine, and pharmacology.
2; 6% 3; 9% NanomaterialsНаноматериалы 12; 35% MedicineМедицина and и фармакологияPharmacology 4; 12% OtherПрочие OpticsОптика and и электроника Electronics EnergyЭнергоэффективность Efficiency 5; 15% SurfaceМодификация Modifiers поверхности
8; 23%
Рис. 5. Manufacturing projects approved in 2011 by area of nanotechnology
Sales of Nanotechnology Products Manufactured by Portfolio Companies
In 2011, 34 portfolio companies created with co-investment from RUSNANO earned income from sale of their nano-enabled goods. Earnings exceeded 11 billion rubles. Earnings were 11 times greater than in 2010, the first year in which RUSNANO-backed companies commissioned factories and had earnings. And the number of portfolio companies earning revenue from sale of nanotechnology products doubled in 2011.
Table 2. Earnings from sale of nanotechnology products, 2011 and 2010 2011 2010 Number of portfolio companies with earnings from sale of 34 17 nanoproducts and services Total earnings by portfolio companies from sale of 11.3 1.0 nanoproducts and services (in billions of rubles)
It is important to note here that RUSNANO focuses on sectors of the economy that significantly influence the country’s scientific and technological development: electronics, engineering, metallurgy, and chemicals.
Table 3. Portfolio companies with earning by economic sector, 2011 Sector No.
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Electric, electronic, and optical equipment 12 Machinery and equipment 7 Metallurgy and metal goods 6 Chemicals 5 Nonmetal and mineral products 2 Rubber and plastic items 1 Textiles and sewing 1 Total 34
Program 13+ for Commissioning New Manufacturing Facilities
The year 2011, the third full year of operations for RUSNANO, 13 portfolio companies placed new manufacturing facilities into production. Several businesses opened two production plants in different regions of the country. In 2010 portfolio companies commissioned three plants. The geographic distribution of the plants is very broad, from Moscow and St. Petersburg in the west to the Volga River and Siberia in the east. The spheres involved are quite diverse: nanocomposites, optics, electronics, energy, and metallurgy. A few examples will give the reader a sense of their breadth:
In May 2011 portfolio company RMT began serial production of thermoelectric cooling micromodules for lasers, photoreceivers, and integrated circuits. The company has developed a production method that increases the power of the modules, and these are in great demand for advanced telecommunications, computing, and optoelectronics. Production sites are in Moscow and Nizhny Novgorod. In 2015 RMT expects to manufacture two million thermoelectric cooling micromodules, 10 percent of the current level of production worldwide. In 2012 the company expects to produce 500,000 micromodules. Most of the units will be sold for export, to companies in the United States, Europe, and Southeast Asia where production of opto-, micro-, and nanoelectronics is highly developed.
Portfolio company VIRIAL commissioned its first production line for high-tech nanostructured ceramic and cerametallic goods in August 2011. Employing unique manufacturing technology, the company entered full-cycle production of cutting instruments for difficult-to-process materials and friction bearings that designed to work under complex conditions, including high pressure and high temperature. VIRIAL’s cutting instruments are already operating in automobile and tractor factories. They are currently being tested in large power engineering and airline construction plants.
In November 2011 Danaflex-Nano commissioned a factory in Kazan, in the Republic of Tatarstan, where it is producing flexible packaging material using nanotechnology. Products of the new business—high-barrier polymer film and flexible packaging material from the film—will be used with food, chemicals,
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cosmetics, and pet food. By applying nanotechnology in producing the packaging materials, Danaflex-Nano has significantly reduced the need for preservatives and increased the shelf life of products packaged with its flexible film. The new plant has design capacity of 46,000 tons of film and packaging per year. Sales in 2015 are forecast at six billion rubles.
In December 2011 in Russia’s Novosibirsk Oblast, portfolio company Liotech opened the largest factory for production of lithium-ion batteries in the world. The factory, covering more than 40,000 square meters, was built in a record-setting nine months. Liotech will produce several sizes of batteries using environmentally safe nanostructured cathode material of lithium iron phosphate (LiFePO4). Among materials used in mass production, this one provides the best battery properties. The new factory has design capacity of more than one GWh or approximately one million batteries per year, sufficient to equip 500,000 electric buses with batteries. Liotech batteries have high energy density; they do not require additional servicing; and they are capable of working in a wide range of temperatures. In mid-December 2011 Nanotech-Dubna commissioned its first line for production of colloidal quantum dots, semiconductor crystals ranging in size from one nanometer to tens of nanometers. Quantum dots are used mainly in new generation luminescent material for white LEDs and as additives for luminescent labeling, which protects securities and documents from counterfeiting. In its production process, Nanotech-Dubna produces nanoparticles using colloidal high-temperature synthesis of semiconductor materials. They yield luminescence in the visible and and near-infrared region of the spectrum.
Advanced Technologies Center launched its first production line for high-precision measuring equipment in Moscow in late June 2011. The equipment is an aid in studies at the micro- and nanometer level. ATC’s FemtoScan microscopes use a cantilevered scanning probe to obtain images of surfaces for research in a variety of scientific and technological areas: chemistry, physics, biology, medicine, and materials science.
Joint Venture Capital Funds
During 2011 RUSNANO agreed to participate in four venture capital funds. One is a pre-IPO fund; the other three are international funds for technology transfer. The pre-IPO fund finances nanotech and innovative companies that are preparing for public offеrings. RUSNANO made commitments of $388.5 million to the international funds for technology transfer and 500 million ruble in the pre-IPO fund. The Board of Directors of RUSNANO approved in 2011 a policy on investment principles in venture capital funds through 2015. The document sets
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forth requirements of funds and management companies with whom the company may enter agreements. Two more venture capital investment funds with RUSNANO’s participation were launched in 2011. They bring to five the number of funds that had begun operations by yearend. RUSNANO has transferred 900 billion rubles in 2011 to meet its commitments to the funds.
Foreign Subsidiaries In December 2010 RUSNANO and the Fund for Infrastructure and Educational Programs founded a North American subsidiary, RUSNANO USA, Inc. It represents the interest of the company in the United States and Canada, collaborating with funds for venture capital and private equity investment, high-tech companies, and US and Canadian universities and technology transfer centers. RUSNANO USA, Inc. monitors high-technology development trends, and identifies and helps prepare projects and companies for investment from RUSNANO. The subsidiary assists RUSNANO’s portfolio companies to bring their nanoproducts to markets in North America. On March 23, 2011, RUSNANO USA, Inc. opened an office in the Silicon Valley. Since beginnings its work, specialists have analyzed 107 high-tech North American companies. Eight of these companies have gone on to complete applications to RUSNANO for co-investment. In November 2011 RUSNANO decided to establish an Israeli subsidiary. It completed registration of RUSNANO Israel Ltd. in December 2011. The subsidiary identifies projects for investment, works with leading Israeli technology companies and venture capital funds, and selects specialists for nanocenters and organizations with which to set up joint educational programs.
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Sources of Financing in 2011
During the fourth quarter of 2011, RUSNANO carried out two additional offerings of its shares in favor of the Russian Federation, raising 47.24 trillion rubles. To ensure that it had sufficient resources in 2011 to finance its investment activities, RUSNANO borrowed 10 billion rubles in 2010 and 14.6 billion rubles in 2011. Both loans were extended by Sberbank Russia under an agreement for a nonrenewable line of credit; both borrowings were guaranteed by the Russian Federation. Likewise in 2011, RUSNANO received government guarantees of 20 billion rubles for its Series 04 and 05 bonds. Placement of the bonds is planned for 2012.
Through a subsidy from Russia’s federal budget in 2011, the government reimbursed RUSNANO for actual expenditures of 2.19 billion rubles toward construction of the European X-Ray Free-Electron Laser. RUSNANO had made the outlays in 2010 on behalf of the Government of the Russian Federation. Finally, during the reporting period RUSNANO received dividends from its portfolio companies totaling 4.3 million rubles.
Table 4. Dividends paid to RUSNANO by portfolio companies, 2011 Sum (in millions of Portfolio company rubles.) RUSCHEMBIO 2.73 TMK-INOX 1.60 Total 4.33
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Management of Portfolio Companies
As a rule, RUSNANO is a minority shareholder in the portfolio companies it cofinances. Therefore, it does not have dominant influence over their operations. Nevertheless, RUSNANO does exercise control to ensure effective expenditure of resources and timely completion of project stages. The mechanisms it uses include the following: • Standard internal documents (charter and policies on management and control bodies, for example) and standard divisions of responsibility among management and control bodies • Standard protocols that management bodies follow when resolving matters within their competencies • Participation by RUSNANO representatives in management and control bodies of the portfolio company and agreement of RUSNANO for inclusion of certain key matters in the agenda of those bodies • Periodic progress and financial reports • System of treasury control over expenditure of resources invested in the companies Monitoring the realization of projects financed with resources of RUSNANO is carried out through other mechanisms: • Progress in completing a series of milestones, the annual plan • Conformance with the financial schedule • Fulfillment of the business plan and the cash flow budget The managing director from a RUSNANO business unit or the Fund for Infrastructure and Educational program monitors the portfolio’s realization of the business plan and the cash flow budget. As part of the investment agreement, RUSNANO stipulates the data that portfolio companies will present, the forms they will use, and the procedures and timeframes they will follow. RUSNANO receives quarterly reports from each portfolio company that include income statements and balance sheets to which are added annual reports on changes in capital and cash flow. The quarterly budgets approved by the boards of directors and monthly reports on their accomplishment are the bases for monitoring cash flows and progress toward meeting objectives. The general director of each portfolio company is responsible for the monthly cash flow reports. Each quarter the portfolio companies, through their boards of directors, review their progress on financial indicators and correct their companies’ activities and plans. During 2011 RUSNANO continued to refine its normative base for portfolio companies, improving treasury controls over expenditure of invested resources. Each portfolio company adopts its own normative acts regulating expenditures of funds that RUSNANO has co-invested in its projects. Per stipulation from RUSNANO, earmarked funds are deposited to an account with a special servicing regime. Expenditures are made from that account in strict adherence to the budget
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adopted by the board of directors of the portfolio company. The special servicing regime is part of the account agreement between the portfolio company and its bank. Portfolio companies select their servicing banks from RUSNANO’s list of bank partners, banks that have expressed interest in providing treasury control services and that meet RUSNANO’s requirements. There were 69 banks in the list of bank-partners in 2011. The system for monitoring and controlling the use of resources invested in portfolio companies extends to projects that portfolio companies undertake in foreign jurisdictions. Treasury control is exercised in accordance with legislation of the country in which the portfolio company was founded. If necessary, special conditions for financing a project may be developed and implemented to enable RUSNANO to carry out monitoring and control to ensure proper use of invested resources. In 2011 RUSNANO established a commission to oversee auditing of portfolio companies and funds. Representatives were selected to serve on the commission during the 2011–2012 fiscal year. Audits of 39 portfolio companies and five subsidiaries and affiliates were completed for yearend 2010. Tests were also done to determine whether criticisms and violations noted in sixth and ninth month audits of 13 portfolio companies and five subsidiaries and affiliates had been addressed. In December 2011 RUSNANO’s Department for Crediting and Financial Monitoring of Projects audited the status of property invested in 23 portfolio companies as of December 1, 2011.
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Key Performance Indicators
RUSNANO’s employee compensation program includes a pay-for-results provision, a short-term bonus, that is awarded based upon quarterly key performance indicators. The provision was adopted in September 2009. In 2011 two indicators were used as determinants that portfolio companies were achieving success. Bonuses for all employees of the company depended upon their outcomes: • Payments to RUSNANO by portfolio companies • Amount of financing extended to manufacturing, infrastructure, and educational projects The first indicator reflects timely and full payment by portfolio companies of obligations to RUSNANO under loan and guarantee agreements. The second indicator stands in for reaching milestones and completing investment programs. Target and thresholds values of performance were established using the financial models and financing schedules of portfolio companies. Management of RUSNANO was judged on functional indicators of performance in their areas of responsibility. For management of the investment block, for example, portfolio company earnings from business activities were the bases for measuring performance in 2011. Beginning in 2012, RUSNANO will evaluate the work of its managers and staff using portfolio company earnings from sale of nano-enabled goods and services. It is the only indicator that fully measures RUSNANO’s objective: to achieve production in 2015 of nanotechnology products of not less than 300 billion rubles.
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Monitoring Production in the Nanoindustry
To the present day, a widely agreed upon statistic methodology for tallying nanoindustry products is yet to be developed in the world. We have only scattered estimates from consulting company experts that estimate the global market for nanoindustry products—primary nanomaterials, products containing nanocomponents, goods and services without nanocomponents but produced using nanomaterials or nanotechnology, and special equipment for the nanoindustry—at between one trillion and three trillion US dollars. RUSNANO, the Ministry of Education and Science of the Russian Federation, and other interested governmental agencies cooperated in drafting Order of the Government of the Russian Federation №1192-r, Categories of Nanoindustry Products Related to Goods and Services, dated July 7, 2011. For purposes of statistical reporting, the document distinguishes four categories of nanoindustry products and stipulates the criteria that relate goods and services to these categories. In compliance with order №1192-r, RUSNANO, the Ministry of Education and Science of the Russian Federation, and Rosatom developed a special-purpose form for the government’s statistical oversight. The form, №1-NANO, is titled Information on the Shipment of Goods, Works, and Services Associated with Nanotechnologies. The Federal State Statistics Service endorsed the form in decree № 496 dated December 13, 2011 and directed that its use begin with reports on 2011. RUSNANO, to ensure that the form captured all related units, created and maintains a registry of producers of nanoindustry products. The registry is update quarterly and its data are conveyed to the Federal State Statistics Service. The Federal State Statistics Service reported that in 2011 there were 268 businesses and organizations of various forms employing 15 or more that produce nanoindustry goods. Thirty-four companies are portfolio companies of RUSNANO. In total during 2011, these businesses shipped nanoindustry products (Oil refining products were omitted.) worth more than 25 billion rubles. RUSNANO’s portfolio companies accounted for 11 billion rubles of the nanoindustry’s total in 2011.
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Appendix A. to Annual Report
Brief Descriptions of Projects Approved by RUSNANO in 2011
Basalt fiber construction materials Production of continuous basalt fiber and related nanostructured building materials (armature, road mesh, concrete structures and goods) that best suit permafrost conditions in Russia’s Far East.
Locations: Pokrovsk, Republic of Sakha (Yakutia) Budget: 950 million rubles RUSNANO’s investment: 400 million rubles
High-power energy storage devices Using nanostructured electrode materials, production of ultracapacitators with high specific capacitance and high power. Factories in Russia will help close the supply-demand gap at home and in Europe and China.
Location: Moscow Budget: 1.26 billion rubles RUSNANO’s investment: 974 million rubles
Biofuel and chemical products Commercialization of technologies that employ sunlight and bacteria to produce renewable fuels from industrial carbon dioxide emissions. The project aims to create a global player in the biofuel market.
Research center location: Moscow Budget: more than $100 million RUSNANO’s investment: $35 million
International venture capital fund with Harris & Harris Group Inc. This fund will specialize in projects for technology transfer from the United States to the Russian Federation. Investment focuses on established companies with proven technologies that are ready to move into or broaden commercial production or expand into new markets. By transferring accepted technologies to Russia, the fund assumes lower risk than traditional venture capital projects.
Budget: 7.5 billion rubles RUSNANO’s investment: 3.75 billion rubles
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Basalt-plastic: nanostructured composite polymer of armored basalt fibers Production of composites based on nanostructured polymer of basalt and glass fiber. These composites have applications in housing and utilities, the fuel and energy complex, and general construction in the Russian Federation, the CIS, and Western Europe.
Location: Cheboksary, Chuvash Republic Budget: 695 million rubles RUSNANO’s investment: 200 million rubles
Magnesium metal and nanostructured precipitated silica Production of magnesium and precipitated silica with nanosized structures. The portfolio company will also produce industrial and residential (pigment) sodium sulfate, by-products of the production process.
Location: Yekaterinburg, Sverdlovsk Oblast Budget: 15.85 billion rubles RUSNANO’s investment: 2.35 billion rubles
Protective nanoceramic coatings Production of nanoceramic coatings and other products for power plants (Nanocomp PowerPlant) and foundry operations (Nanocomp Metcast) and ceramic membrane filters and mobile units for waste water treatment.
Budget: 2.32 billion rubles RUSNANO’s investment: 687 million rubles
Sol-gel coatings made with solution derived nanocomposite technology Production of specialized equipment for applying sol-gel nanocomposite coatings to large flat items, goods with complex forms, and rigid or flexible base surfaces; application services. The portfolio company will produce the chemical reagents (precursors) used with the equipment to deposit the coatings.
Location: St. Petersburg Budget: 1.99 billion rubles RUSNANO’s investment: 687 million rubles
Highly porous cellular materials with catalytic layer and equipment for their application Production of nanostructured highly porous cellular materials with catalytic layer. Their use in combustion devices for gaseous fuel improves the quality of combustion, reducing energy use and dangerous emissions.
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Locations: Bavleny, Vladimir Oblast, and Taldom, Moscow Oblast Budget: 1.7 billion rubles RUSNANO’s investment: 833 million rubles
Flash memory cards chips with 32-nanometer topology Production of a line of goods that includes DDR1, DDR2, DIMM, SODIMM, SD and microSD cards, NAND flash, MMC cards, and USB flash drives. The project will purchase and put together modern equipment for cutting, assembling, and packaging memory cards on 32-nm wafers, initially buying the wafers from Samsung. The portfolio company plans to transfer wafer production technology from Samsung two years after sales begin.
Location: Zelenograd, an administrative subdivision of Moscow Budget: 6.3 billion rubles RUSNANO’s investment: 3.09 billion rubles
Thermoplastic vulcanized stock from recycled rubber Conversion of worn rubber products into crumb rubber with an activated surface using an environmentally clean process. Recycling of the material into thermoplastic vulcanized stock, a high-margin intermediate product.
Location: Serpukhov, Moscow Oblast Budget: 1.5 billion rubles RUSNANO’s investment: 600 million rubles
Cutting wire for semiconductor production Production of ultra tensile strength steel wire using plasma surface modification technology. Wire is intended for suspension cutting of wafers from silicon and sapphire crystals.
Locations: St. Petersburg, Lipetsk Budget: 7.39 billion rubles RUSNANO’s investment: 2.6 billion rubles
Construction materials and finished goods for the air and space, energy, and engineering sectors Manufacturing based on granule metallurgy: disks of nickel alloy, blanks of powdered fast-cutting steel, and ring blanks of high-nitrogen steel. Portfolio company Ruspolymet also plans to sell granule metallurgy goods for the automotive industry, nanostructured armature, and cold-rolled mill products.
Location: Kulebaki, Nizhny Novgorod Oblast Budget: 18.14 billion rubles
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RUSNANO’s investment: 3.0 billion rubles
Nanocomposite PVC compounds and low-flammability polymer construction materials Production of nanomodified PVC composites and goods based on the composites. The import-replacing products are noncombustible, frost resistant, and extremely durable.
Locations: Yelabuga, Republic of Tatarstan and Bolshoe Isakovo, Kaliningrad Oblast Budget: 2.53 billion rubles RUSNANO’s investment: 1.0 billion rubles
Semiconductor optical elements for the mid-infrared spectrum Production of LED matrices, optical cells, and sensor modules and expansion of manufacturing and sales capacities. The portfolio company expects to become the world’s first commercial-scale manufacturer of LEDs for the mid- infrared spectrum (wavelengths of 1,600‒5,000 nanometers).
Location: St. Petersburg Budget: 1.1 billion rubles RUSNANO’s investment: 404 billion rubles
Benzene from associated petroleum gas Production of benzene from associated petroleum gas employing a Russian technology for obtaining aromatic hydrocarbon concentrate (also from APG) in an isothermal reactor and its subsequent hydrodealkylation. The project will be executed in phases, beginning with the production of aromatics, which may be processed into an array of valuable chemical raw materials. In the project’s second phase, production of benzene from the aromatics is planned at 100,000 tons per year.
Location: Tuimazy, Republic of Bashkortostan Budget: 1.5 billion rubles RUSNANO’s investment: 750 million rubles
Nanostructured ceramic goods Production of nanostructured ceramic goods with NEVZ-Soyuz as the project’s manufacturing base. Businesses in a number of industries are likely purchasers of the goods—energy, radioelectronics, photonics, air and space, nuclear technology, engineering, chemicals and petrochemicals.
Location: Novosibirsk
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Budget: 2.45 billion rubles RUSNANO’s investment: 790 million rubles
Magnetoresistive random access memory, MRAM Production of magnetoresistive semiconductor memory using leading technology from French company Crocus Technology SA. The MRAM devices—sizes 90 nm, 60 nm, and 45 nm—will be produced on 300-mm wafers.
Location: Moscow Budget: 10.56 billion rubles RUSNANO’s investment: 3.8 billion rubles
Glass with nano-enabled functional coatings Coatings for the glass are produced using a chemical vapor deposition method. The coatings imbue the glass with special proprieties—energy efficiency, protection from the sun’s rays, and the ability to self clean—all of which are much in demand in Russian markets. Later the project company plans to expand production to the eastern part of Russia.
Location: Dzukovo, Moscow Oblast Budget: 29.6 billion rubles RUSNANO’s investment: 7.4 billion rubles
Isostatic graphite Production of isostatic construction graphite for manufacturing goods of improved physical and mechanical characteristics using composite materials. The graphite is produced with a nanostructured pitch matrix of better caking and coking properties using a giant carbon nanotube construction as an additive. Goods will be sold in domestic and foreign markets to the chemical and nuclear sectors, metallurgy, engineering, and microelectronics.
Locations: Chelyabinsk, Novocheboksarsk, Chuvash Republic Budget: 1.64 billion rubles RUSNANO’s investment: 800 million rubles
Pharmaceuticals based on targeted nanoplatform from BIND Biosciences BIND is a clinical-stage biopharmaceutical company developing a new class of highly selective targeted therapeutics called Accurins™. Its Russian wholly-owned subsidiary will BIND RUS will become and R&D facility for developing new drugs using the new Medicinal Nanoengineering™ platform. BIND RUS will create new formulations, conduct preclinical and clinical
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trials, and undertake laboratory manufacturing. In the future, the portfolio company may establish full-scale GMP production. The two companies view themselves as a single R&D team.
Location: Khimki, Moscow Oblast Budget 5.89 billion rubles RUSNANO’s investment: 750 million rubles
Nanovaccines and immunotherapies based on nanoplatform from Selecta Biosciences Selecta Biosciences is a clinical-stage biotechnology company developing an entirely new class of targeted immunotherapies and vaccines that induces an antigen-specific immune activation or antigen-specific immune tolerance. Its Russian wholly-owned subsidiary Selecta RUS will carry out vaccines development using Selecta Biosciences’ new tSVP platform. It will create new vaccines formulations, conduct preclinical and clinical trials, and organize pilot laboratory production; in the future, it may establish full-scale GMP production. The two companies view themselves as a single R&D team.
Location: Khimki, Moscow Oblast Budget: 4.87 billion rubles RUSNANO’s investment: 750 million rubles
Telecommunications equipment for 4G LTE networks using nanoheterostructured ICs
Through technology transfer from Nokia Siemens Networks, the portfolio company becomes Russia’s first producer of telecommunications equipment for 4G LTE networks. Its equipment will replace imports and satisfy demand in Russian markets for comprehensive solutions that will make it possible to build modern access networks in conjunction with effective transport equipment.
Location: Tomsk Budget: 680 million rubles RUSNANO’s investment: 300 million rubles
SiC bulk single crystals and related epitaxial structures Vertically integrated production of SiC bulk single crystals from raw material preparation (chemical cleaning of aluminum oxide) to manufacturing of final products (single crystal sapphire wafers) that are ready for application of the epitaxial layer during ultrabright LED production.
Locations: St. Petersburg and Rybinsk, Yaroslav Oblast
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Budget: 1.69 billion rubles RUSNANO’s investment: 750 million rubles
NovaSOL® solubilizers Production (turnkey operation) of solubilizers through a technology transfer agreement with German company AQUANOVA AG with products to be marketed under the company’s NovaSOL® trademark. The solubilizers are made of nanoparticles of product micelles.
Location: Dubna, Moscow Oblast Budget: 734 million rubles RUSNANO’s investment: 367 million rubles
Pre-IPO fund The Pre-IPO fund is charged with making investments in innovative and rapidly developing companies that plan IPOs or intend to attract strategic investors within three years. The fund will stimulate development of the equity market for high-tech companies, and it will gather statistics on IPO outcomes among companies in innovation spheres.
Budget: 1.8 billion rubles RUSNANO’s investment: 500 million rubles
Ultrapure quartz concentrates Production of quartz concentrates in a vertically integrated complex for extraction, processing, and enrichment of deep vein quartz. The portfolio will produce base materials for several industries—nanoelectronics, optics, lighting, and chemicals.
Location: Kyshtym, Chelyabinsk Oblast Budget: 2.28 billion rubles RUSNANO’s investment: 750 million rubles
Synthetic sapphire and sapphire wafers Production of monocrystal synthetic sapphires for LEDs and other industrial applications. The portfolio company also plans to produce silver-bearing and aluminum composite pastes for metallization of silicon solar elements.
Location: Stavropol Budget: 1.18 billion rubles RUSNANO’s investment: 1.18 billion rubles
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Vaccines and pharmaceuticals based on nanocarriers Production of vaccines and pharmaceuticals based on porous silicon and other nanocarriers. Along with introducing already accepted nanocarrier technologies, the portfolio company expects to develop innovative medicinal products. The company’s full-cycle production will enable it to replace imports with domestically produced drugs to combat socially significant illnesses.
Location: Kirov Budget: 4.1 billion rubles RUSNANO’s investment: 1.28 billion rubles
Beryllium products
The Ermakov field in the Republic of Buryatia contains large reserves of fluor and beryllium. Using hydrometallurgy, the portfolio company will produce 25,000 tons to 30,000 tons of ore annually. In beryllium products, that is the beryllium metal equivalent of 80 tons to 100 tons. The products are used in telecommunications, aviation, space equipment, nuclear installations, and in materials for the nanoindustry. Demand is expected to come from companies in these industries in Russia, China, the United States, Japan, and the European Union.
Location: Ozernyi, Republic of Buryatia Budget: 6.95 billion rubles RUSNANO’s investment: 3.47 billion rubles
Electronic components for MEMS-based synchronizing systems Production of small, low-energy, and low-cost oscillators and silicon timing solutions for navigation and communication. MEMS-nanoresonators will be used in the development and production of the systems.
Budget: 542 million rubles RUSNANO’s investment: 411 million rubles
Nanocosmetics Production of a cosmetics line based on nanocomplexes of cyclodextrins and biologically active molecules that slow the skin’s aging.
Locations: Ufa and Moscow Budget: 65 million rubles RUSNANO’s investment: 6 million rubles
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Diagnositc instruments and materials Production of instruments and consumables for rapid diagnostic tests, in the presence of the patient, for numerous diseases and illnesses—HIV/AIDS, hepatitis, STD, cardiovascular diseases, and cancers. Tests are based on patented MIAtek® nano-enabled magnetic immunoassay technology and MIAstrip® test strips from French company Magnisense SE. A related product, MIAflo®, performs tests to detect bacterial contaminants in food and water. The company will produce the magnetic nanoparticles that are used as markers for magnetic immunoassays.
Budget: 2.65 billion rubles RUSNANO’s investment: 1.17 billion rubles
Pangaea Ventures Fund III Transfer technology from North America, financing between 15 and 20 nanotechnology projects in various stages. Projects will be carried out in Russia.
Budget: 5.55 billion rubles RUSNANO’s share: 1.91
Regional PET diagnostic network with infrastructure for clinical evaluation of new drugs Improve diagnostic services through a regional network of medical diagnostic centers equipped with PET and CT scanners. Early diagnosis will improve medical outcomes and reduce costs to government for medical care. Later, these facilities could become a base for clinical trials of new generation drugs.
Locations: Ufa, Lipetsk, Orel, Voronezh Budget: 2.4 billion rubles RUSNANO’s investment: 1.2 billion rubles
Nanodurgs and targeted delivery modes Full-cycle manufacturing of innovative pharmaceuticals developed by the portfolio company NIARMEDIC. The company will open a center for pharmaceutical development and production equipped for research at the European level and for manufacturing substances and final dosage forms.
Locations: Moscow and Obninsk, Kaluga Oblast Budget: 4.78 RUSNANO’s investment: 1.25 billion rubles
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Co-investment in development and production of drugs and medical products in a strategic partnership with Domain Associates Diversified manufacture of innovation drugs and other medical products through technology transfer of certified products and nearly complete technologies to the Russian Federation. Portfolio companies will work with venture capital funds under the management of US-based Domain Associates.
Budget: 22.8 billion rubles RUSNANO’s investment: 11.4 billion rubles
Burrill Capital Fund IV Transfer of Western nanotechnology to Russia through participation of portfolio companies in the specialized international venture fund under the management of Burrill & Company, a large global player in venture investing. Burrill & Company has extensive experience in medicine and biotechnology: in joint ventures in Russia, implementation of GLP and GMP, contract production, and profitable investments in medicine and biotechnology companies.
Budget: $500 million RUSNANO’s investment: not to exceed $200 million
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Appendix B to Annual Report
Company Profile
• full name – Open Joint Stock Company RUSNANO; • number and date of issue of Legal Entity State Registration Certificate – Certificate series 77 number 013917990, OGRN (principal state registration number) 1117799004333, date of state registration (certificate issue date) – March 11, 2011; • constituent unit of the Russian Federation where the Company is registered - Moscow; • location - Russian Federation, 117036, Moscow, 60-letiya Oktyabrya ave., 10A; • contact phone number - +7 (495) 988-53-88; • fax - +7 (495) 988-53-99; • e-mail – [email protected]; • Main activity – To achieve the goals set forth in the Charter, the Company carries out the following activities in compliance with legislation of the Russian Federation: 1) initiation of and investments in projects that contribute to creation and development of nanoindustry and related innovation infrastructure, implementation of educational programs in the field of nanotechnology; 2) commercialization of R&D results, ensuring technology transfer as a part of investment projects implementation in the field of nanotechnology; 3) investments in securities, acquisition of shares, stakes, equity participation and other assets of Russian companies and companies acting under foreign jurisdiction, provided that such transactions will contribute to building process flows and ensure development of new production facilities in the field of nanotechnology in the Russian Federation; 4) lending, provision of guarantees; 5) support of organizations that carry out research and development activities aimed at creation and development of nanoindustry; 6) promotion of nanotechnologies, organization of exhibitions, awareness- raising activities, advertising and publishing; 7) consulting and marketing activity; 8) service of exercising powers of sole executive body of legal entities, asset management services for shares, stakes, equity participation in other legal entities; 9) other activities not prohibited by the laws of the Russian Federation and approved by the Board of Directors of the Company.
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• information on inclusion in the list of strategic enterprises and strategic joint- stock companies – the Company is not included in the list of strategic enterprises and strategic joint stock companies; • Company headcount - as of December 31, 2011 the Company had 375 employees on average; • full name and address of the Registrar – RUSNANO maintains its own register of shareholders; • charter capital (RUR) - as of December 31, 2011 the authorized capital of RUSNANO stated in the Charter was equal to 6,500,000,000.0 rubles, and the Company had placed common registered uncertified shares with a total nominal value of 53,741,700,000.00 rubles. Changes to the Charter were registered in Q1 2012 by results of placement of additional shares and currently the charter capital is 53,741,700,000.00 rubles. • total number of shares – 53,741,700,000 shares; • number of shares of common stock – 53,741,700,000 shares; • par value per share of common stock (RUR) - 1.00 ruble; • total par value of common stock (RUR) – 53,741,700,000.00 rubles; • state registration number of the common stock issue and date of state registration – 1-01-55477-Е, date of state registration May 05, 2011; • state registration number of the additional issue of common stock and date of state registration (unless the registering authority had cancelled the identification number (code) of the additional issue of ordinary stock of the Company by the date of preliminary approval of the Company’s annual report by the Board of Directors (Supervisory Board)) - 1-01-55477-Е-001D, date of state registration - October 06, 2011; the registering authority has not cancelled the identification number (code) of the additional issue of ordinary stock as of the date of preliminary approval of the Company’s annual report by the Board of Directors. • number of shares of preferred stock – 0; • par value per share of preferred stock (RUR) – 0.00 rubles; • number of shares held by the Russian Federation – 53,741,700,000 shares; • participation of the Russian Federation in the charter capital with statement of the shares of the Russian Federation in the common stock and preferred stock (percent): participation of the Russian Federation in the charter capital – 100%; percent of common stock held by the Russian Federation – 100%; percent of preferred stock held by the Russian Federation – 0%; • Company shareholders holding more than 2 percent of the charter capital – Full name: the Russian Federation represented by the Federal Agency for State Property Management Principal state registration number (OGRN): 1087746829994 Date of state registration: July 10, 2008 Taxpayer identification number: 7710723134
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• special right to participation of the Russian Federation in management of the Company («golden share») - The special right to participation of the Russian Federation, constituent units of the Russian Federation, municipal entities in the management of the issuer («golden share») has not been granted; • full name and address of the Company auditor – full name: Ernst & Young Limited Liability Company, located at 115035 Moscow, Sadovnicheskaya quay, 77, building 1.
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Appendix C to Annual Report
General Meeting of Shareholders
All voting shares of the Company are held by the sole shareholder – the Russian Federation. By virtue of paragraph 3 of Article 47 of the Federal Law No. 208-FZ of December 26, 1995 «On Joint Stock Companies» the provisions of this law defining the terms and conditions for preparation, convening and holding of general meetings of shareholders shall not apply, because all decisions on matters falling within the competence of the general meeting of shareholders are taken individually by the shareholder (the Russian Federation through the Federal Agency for State Property Management) and executed in writing. • The Federal Agency for State Property Management (by Decree no. 867-p of June 23, 2011) approved the Regulations on RUSNANO Board of Directors, Regulations on the Executive Board of RUSNANO and Regulations on RUSNANO Audit Committee. • The Federal Agency for State Property Management (by Decree no. 1361-p of July 13, 2011) prematurely terminated authority of the Board of Directors of RUSNANO elected by decree of the Federal Agency for State Property Management no. 222-p of March 9, 2011, and elected the new Board of Directors of RUSNANO. • The Federal Agency for State Property Management (by Decree no. 1813-p of September 02, 2011) determined the number of authorized shares of RUSNANO, amended the charter of RUSNANO by adding information about the authorized shares of the Company, and made the decision to increase the charter capital through issuing additional shares of common registered stock placed by means of private offering. • The Federal Agency for State Property Management (by Decree no. 2146-p of September 29, 2011) approved transactions, in which RUSNANO Executive Board is a party-in-interest, making part of the investment project named «Manufacturing of VLSI circuits with 90-nm process technology». • The Federal Agency for State Property Management (by Decree no. 2949-p of November 29, 2011) approved the Provisions on compensation and bonuses paid to the Chairman of RUSNANO Board of Directors.
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Appendix D to Annual Report
Members of the Board of Directors
Composition of RUSNANO Board of Directors at July 13, 2011. The Federal Agency for State Property Management by Resolution no. 222-p of March 09, 2011 (On formation of RUSNANO Executive Board and control bodies) formed the Board of Directors consisting of the following members: 1. Igor Rubenovich Agamirzyan; 2. Vladimir Aleksandrovich Dmitriyev; 3. Sergey Vladilenovich Kirienko; 4. Nikolay Vasilyevich Klimashin; 5. Mikhail Valentinovich Kovalchuk; 6. Elvira Sakhipzadovna Nabiullina; 7. Mikhail Aslanovich Pogosyan; 8. Mikhail Dmitriyevich Prokhorov; 9. Andrey Aleksandrovich Fursenko; 10. Sergey Viktorovich Chemezov; 11. Anatoly Borisovich Chubais.
Composition of RUSNANO Board of Directors at January 01, 2012. The extraordinary general meeting of shareholders (Resolution of the Federal Agency for State Property Management no. 1361-p of July 13, 2011) elected the following members of the Board of Directors: 1. Igor Rubenovich Agamirzyan; 2. Anatoly Aleksandrovich Beltyukov; 3. Vladimir Aleksandrovich Dmitriyev; 4. Sergey Vladilenovich Kirienko; 5. Nikolay Vasilyevich Klimashin; 6. Mikhail Valentinovich Kovalchuk; 7. Mikhail Aslanovich Pogosyan; 8. Mikhail Dmitriyevich Prokhorov; 9. Vladislav Nikolayevich Putilin; 10. Sergey Viktorovich Chemezov; 11. Anatoly Borisovich Chubais. The Regulations on RUSNANO Board of Directors were approved by resolution of the Federal Agency for State Property Management no. 867-p of June 23, 2011.
RUSNANO Board Committees
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To increase efficiency and ensure cooperation of the Company’s management bodies when working on the key tasks the Company formed the following specialized working bodies reporting to the Board of Directors: Science and Technology Council (STC) – advisory body that performs preliminary examination of investment projects and gives recommendations to the Board of Directors and Executive Board of the Company regarding relevance of the projects to the field of nanotechnology, their scientific validity and technical feasibility. The STC consists of 19 experts having experience and knowledge in the field of nanotechnologies. Chairman of the STC is Mikhail Alfimov, Director of the Photochemistry Center of the Russian Academy of Sciences. The Provision on Science and Technology Council of RUSNANO Board was approved by the Board of Directors of RUSNANO (Minutes No.1 of March 24, 2011). Investment Policy Committee (IPC) was formed to make recommendations on financing of investment projects submitted for consideration by the Board of Directors. In 2011, the IPC consisted of 11 members appointed from among recognized investment professionals and was chaired by Pavel Teplukhin, independent expert. The Provision on Investment Policy Committee of RUSNANO Board was approved by the Board of Directors of RUSNANO (Minutes No.1 of March 24, 2011). Personnel and Compensation Committee was established to ensure that the Company’s HR management and motivation policy corresponds to strategic goals and objectives of the Company. The Committee develops recommendations for the Board of Directors concerning the Company’s priorities in personnel management and motivation, creation and development of the wages and incentives system, social policy of the Company and selection of candidates to management and control bodies of the Company. The number of members of the Committee is determined by the Board of Directors. In 2011 the Committee consisted of 5 members headed by Aleksandr Troshin, First Deputy Chairman of the Federation Council of the Federal Assembly of the Russian Federation. Personnel and Compensation Committee – Meeting Minutes no.21 of the Supervisory Board of RUSNANO State Corporation of September 1, 2009, Section XVI – On compensation system of RUSNANO State Corporation, para. 3, was reapproved by the Board of Directors (Minutes no.1 of March 24, 2011, Section IX). Members of the advisory bodies of the Board of Directors receive remuneration and compensation in the manner and amount determined by the Board of Directors. In order to implement the best practices of corporate governance RUSNANO is considering reforms of the system of the Board of Directors advisory bodies in 2012, including: • transforming the Investment Policy Committee into the Strategy Committee and expanding its authority to include strategic issues of development of the Company; • establishing the Audit Committee to improve efficiency of monitoring over investment projects implementation and financial and economic activities of
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the Company, and ensure oversight of preparation and disclosure of accurate financial information about the Company.
Members of the Board of Directors by decision of the Extrodinary Meeting of Shareholders (Decree no. 1361-р of the Federal Agency for State Property Management of July 13, 2011):
1. Vladislav Nikolayevich PUTILIN – Chairman of the Board Born in 1947 Education: 1969 - Kharkov Higher Command and Engineering Academy, qualification: mechanical engineer, 1979 - Military-Political Academy. Ph.D. in Philosophy (1990) and Doctor of Economic Sciences (2003). Has no voting shares in the charter capital of the Company. Entity: Job title: Concern «Sozvezdie» JSC Chairman of the Board United Aircraft Corporation JSC Member of the Board of Directors Radio Engineering Corporation «Vega» JSC Member of the Board of Directors 121170, Moscow, Kutuzovsky ave., 34 AD Concern «Almaz-Antey» OJSC Member of the Board of Directors 121471, Moscow, Vereyskaya st., 41
2. Igor Rubenovich AGAMIRZYAN – CEO, OJSC Russian Venture Company Born in 1957 Education: Zhdanov Leningrad State University, Major in Applied Mathematics. Has no voting shares in the charter capital of the Company. Entity: Job title: Russian Venture Company OJSC CEO, Member of the Board of Directors RF Presidential Commission for Modernisation and Member of the Commission Technological Development of Russia’s Economy Government Commission on High Technology and Member of the Commission Innovations Russian Venture Asset Management Director Russian Venture Capital I LP CEOof the Managing Partner Russian Venture Capital II LP CEOof the Managing Partner
3. Aleksey Anatolyevich BELTYUKOV – Vice-President, Director for Development and Planning of Skolkovo Foundation Born in 1970. Education: Higher Education Diploma, in 1994 Mr. Beltyukov graduated with honors from the Ural State Medical Institute; in 1997 graduated from INSEAD business school (France); 1998-2003: worked at McKinsey; 2003-2006: managerial posts in the field of direct investments (Brunswick Rail Leasing, Renova-Project);
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from 2007: entrepreneur; founded and managed companies in the field of associated petroleum gas processing («New Gas Technologies»), industrial assets management (A-Ventures), car service («Mechanicus»); from 2009: entrepreneurship coach and advisor at INSEAD business school. Has no voting shares in the charter capital of the Company. Entity: Job title: INSEAD Business School Entrepreneurship coach and advisor Development Foundation of the Center of Research Vice-President, Director for Development and and Commercializing of New Technologies Planning of the Development Foundation of the Center of Research and Commercializing of New Technologies
4. Vladimir Aleksandrovich DMITRIYEV – Chairman of the State Corporation «Bank for Development and Foreign Economic Affairs (Vnesheconombank)» Born in 1953 Education: Higher Education Diploma, in 1975 Mr. Dmitriyev graduated from the Moscow Finance Institute, Major in International Economic Relations; has a degree of Doctor of Economic Sciences; Corresponding Member of the Russian Academy of Natural Sciences. 1975-1979: Engineer at the State Committee of USSR Council of Ministers for Foreign Economic Relations. 1979-1986: Attache, third secretary, Departmentof the USSR Ministry of Foreign Affairs. 1986-1987: research worker at the Institute of World Economics and International Relations, USSR Academy of Sciences. 1987-1992: Second Secretary, First Secretary of the USSR Embassy, USSR Ministry for Foreign Affairs. 1992-1993: First Secretary of the Russian Embassy, RF Ministry for Foreign Affairs. 1993-1997: Deputy Director, Head of Department of the Ministry of Finance of the Russian Federation. 1997-2002: First Deputy Chairman, Bank for Foreign Economic Affairs of the USSR. 2002-2004: Deputy President/ Chairman of the Board of the Bank for Foreign Trade OJSC. 2004-2007: Chairman, Bank for Foreign Economic Affairs of the USSR. Since 2007: Chairman of the State Corporation «Bank for Development and Foreign Economic Affairs (Vnesheconombank)». Entity: Job title: Government Commission on High Technology and Member of the Commission Innovations
Italian-Russian Chamber of Commerce, non-profit Member of the Administrative Board organization (association)
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Pension Fund of Vnesheconombank Fund Board Member «Vneshekonomfond», non-profit organization Russian-Arab Business Council (RABC), RABC Board Member independent non-profit organization
Investments Support Fund of the Governor of Fund Board Member Sverdlovsk Region, non-profit organization State Corporation «Bank for Development and Chairman Foreign Economic Affairs (Vnesheconombank)»
All-Russian Public Organization Russian Member of Bureau of the Central Council Engineering Union» United Aircraft Corporation JSC Chairman of the Board United Shipbuilding Corporation JSC Member of the Board of Directors «Minsk-City» Joint Limited Liability Company Member of the Supervisory Board Russian Housing Development Foundation Member of the Board of Trustees Aeroflot – Russian Airlines OJSC Member of the Board of Directors GLOBEXBANK CJSC Chairman of the Board Prominvestbank Chairman of the Supervisory Board VEB Capital LLC Member of the Supervisory Board Russian Union of Industrialists and Entrepreneurs. Member of the Board of RSPP, Chairman of the Committee for Public-Private Partnerships and Innovation Policy KAMAZ OJSC Member of the Board of Directors Public Organization «Volleyball Federation of Member of the Supervisory Board Russia» North Caucasus Development Corporation OJSC Chairman of the Board Russia 2018 Organizing Committee, non-profit Member of the Supervisory Board organization Forum Analytical Center, non-profit foundation Member of the Board of Trustees Agency for Strategic Initiatives to Promote New Member of the Supervisory Board Projects, independent non-profit organization Has no voting shares in the charter capital of the Company.
5. Sergey Vladilenovich KIRIENKO - Director General, ROSATOM State Nuclear Energy Corporation Born in 1962 In 1984 Mr. Kirienko graduated from the Shipbuilding Faculty of Gorky Institute of Water Transport Engineers. From 1986 he worked as a foreman at Krasnoye Sormovo shipyard. In the late 1980s he headed the AMK Youth Concern. In March 1990 he was elected to the Gorky Regional Council of People’s Deputies. In 1991-1993 he studied at the Academy of National Economy of the Government of the Russian Federation, specializing in Finance and Banking. 1993-1996: Chairman of the Governing Board of Garantiya Bank. From August 1994: Member of the Council for Industrial Policy and Entrepreneurship under the President of the Russian Federation. 1996-1997: President of NORSI-Oil Petroleum Company. He was recommended to this post by Nizhny Novgorod Administration and RF Government. On May 13, 1997 he was appointed the First Deputy Minister of Fuel and Energy of the Russian Federation.
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From September 2, 1997: Deputy Chairman of the Governmental Commission of the Russian Federation for coordinating the activities of federal executive bodies and authorities of constituent units of the Russian Federation in implementation of production-sharing agreements. In October 1997 he was appointed the Head of the Interagency Commission for access of independent organizations to the natural gas transportation system of RAO Gazprom. From October 1997: Member of the State Representatives Collegium at Transneft JSC. On November 20, 1997 he was appointed the Minister of Fuel and Energy of the Russian Federation by President Boris Yeltsyn’s decree. On April 24, 1998 he was appointed the Chairman of the Government of the Russian Federation by President Boris Yeltsyn’s decree. On August 23 of the same year the decree of the President of the Russian Federation Boris Yeltsyn announced resignation of the Kirienko’s Government. On December 18, 1998 the all-Russia public political conservative movement «Novaya Sila» (New Force) headed by Mr. Kirienko was registered at the Russian Ministry of Justice. In 1999 he was a co-chairman and leader of the Electoral Bloc «Union of Right Forces». On December 19, 1999 Mr. Kirienko was elected to the State Duma of the Federal Assembly of Russia. He was elected the leader of the fraction «Union of Right Forces» in the State Duma of the third convocation. On May 18, 2000 President Vladimir Putin appointed Sergey Kirienko as Plenipotentiary Representative of the President in Volga Federal District. From May 2001: Chairman of RF State Commission for Chemical Disarmament. On November 15, 2005 the Russian Government appointed Mr. Kirienko the Head of the Federal Atomic Energy Agency. Since December 12, 2007: Director General, ROSATOM State Nuclear Energy Corporation Entity: Job title: Rosatom State Nuclear Energy Corporation Director General RF Presidential Commission for Modernisation and Member of the Commission Technological Development of Russia’s Economy Government Commission on High Technology and Member of the Commission Innovations Has no voting shares in the charter capital of the Company.
6. Nikolay Vasilyevich KLIMASHIN – Deputy Secretary of the Security Council of the Russian Federation Born in 1952. Education – Higher Education Diploma; in 1974 he graduated from Ryazan Radio Engineering Institute. From 2010 to 2011: Assistant Secretary of the Security Council of the Russian Federation. Has no voting shares in the charter capital of the Company
7. Mikhail Valentinovich KOVALCHUK - Director of the National Research Center «Kurchatov Institute» Born in 1946. Education: Leningrad State University, Physics Faculty, 1970. Degree: Doctor of Physics and Mathematics, 1988.
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Academic titles: Professor, Shubnikov Institute of Crystallography of the RAS, 1998. Corresponding Member of the Russian Academy of Sciences, 2000. Job titles: Director of Shubnikov Institute of Crystallography of the RAS; Scientific Secretary of the Presidential Council of the Russian Federation for Science, Technology and Education; Member of the RF Presidential Commission for Modernisation and Technological Development of Russia’s Economy; Member of the Government Commission on High Technology and Innovations; Member of the Council of General and Chief Designers, Leading Scientists and Specialists in High-Technology Sectors of Economy; Member of the Public Chamber of the Russian Federation; Dean of the Faculty of Nano-, Bio-, Information and Cognitive Technologies, MIPT; Head of Department «Physics of Nanosystems», Faculty of Physics, Lomonosov Moscow State University; Editor in Chief of Crystallography Reports journal of the RAS; Chairman of the Russian National Committee for Crystallography. Entity: Job title: Shubnikov Institute of Crystallography of the RAS Director Presidential Council of the Russian Federation for Scientific Secretary Science, Technology and Education Russian Academy of Sciences Corresponding Member Crystallography Reports journal of the RAS Editor in Chief National Research Center «Kurchatov Institute» Director Public Chamber of the Russian Federation Member of the Public Chamber RF Presidential Commission for Modernisation and Member of the Commission Technological Development of Russia’s Economy Government Commission on High Technology and Member of the Commission Innovations Council of General and Chief Designers, Leading Member of the Council Scientists and Specialists in High-Technology Sectors of Economy; Russian National Committee for Crystallography Chairman Faculty of Nano-, Bio-, Information and Cognitive Dean Technologies, MIPT Department «Physics of Nanosystems», Faculty of Head of Department Physics, Lomonosov Moscow State University
Has no voting shares in the charter capital of the Company.
8. Mikhail Aslanovich POGOSYAN – President of United Aircraft Corporation JSC Born in 1956. Education: In 1979 Mr. Pogosyan graduated from Ordzhonikidze Moscow Aviation Institute, qualification – Mechanical Engineer.
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1979-1998: Engineer, Design Engineer, Lead Designer, Head of the Team, Head of Department, Deputy Chief Designer, Chief Engineer, Deputy General Designer, First Deputy General Designer at Sukhoi Design Bureau JSC; 1999-2007: Director General of Sukhoi Design Bureau JSC; 1998-2011: Director General of Sukhoi Company JSC; 2007-2011: First Vice-President of the United Aircraft Corporation JSC; 2009-2011: Director General and General Designer at Russian Aircraft Corporation MiG JSC; Since February 2011: President of United Aircraft Corporation JSC Entity: Job title: Russian Union of Industrialists and Entrepreneurs. Member of the Board Sukhoi Company JSC Chairman of the Board Sukhoi Design Bureau JSC Member of the Board of Directors KnAAPO JSC Chairman of the Board Irkut Corporation JSC Member of the Board of Directors Sukhoi Civil Aircraft CJSC Member of the Board of Directors United Aircraft Corporation JSC President, Chairman of the Board, Member of the Board of Directors Has no voting shares in the charter capital of the Company.
9. Mikhail Dmitriyevich PROKHOROV – President of ONEXIM Group LLC Born in 1965. Education: Department of International Economic Relations of Moscow Finance Institute Entity: Job title: Government Commission on High Technology and Innovations All-Russian Public Organization «Russian Biathlon President, Chairman of the Board Union» RF Presidential Commission for Modernisation and Member of the Commission Technological Development of Russia’s Economy Russian Union of Industrialists and Entrepreneurs. Member of the Board, Chairman of the Committee on the Labor Market and Human Resource Strategies Sheremetyevo International Airport JSC Member of the Board of Directors INTERNATIONAL FINANCIAL CLUB JSCB OJSC Chairman of the Board Soglassye Insurance Company LLC Chairman of the Board ONEXIM Group LLC President Has no voting shares in the charter capital of the Company.
10. Sergey Viktorovich CHEMEZOV - Director General of RUSSIAN TECHNOLOGIES State Corporation Born in 1952. Education: Mr. Chemezov graduated from the Irkutsk Institute of National Economy and Higher Courses of the Military Academy of the General Staff of the Russian Federation Armed Forces; Doctor of Economic Sciences, Professor. Mr.
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Chemezov started his career in Irkutsk Research Institute of Rare and Nonferrous Metals. From 1980 he worked in «Luch» Experimental Production Association and headed its Representative Office in the German Democratic Republic from 1983 to 1988. 1988-1996: Deputy Director General of «Sovintersport» Foreign Trade Association. 1996-1999: Head of Foreign Economic Relations in the Administrative Department of the President of the Russian Federation. 1999-2001: Director General of Federal State Unitary Enterprise «Promexport». From February 2001: First Deputy Director General of the Federal State Unitary Enterprise «Rosoboronexport». 2004-2007: Director General of Federal State Unitary Enterprise «Rosoboronexport». By the Presidential Decree No. 1575 of November 26, 2007, Mr. Chemezov was appointed the Director General of the Russian Technologies State Corporation for development, manufacturing and export of high technology industrial products. Member of the Commission for Military-Technical Cooperation with Foreign States. In December 2006 Mr. Chemezov was elected to the High Council of the party «United Russia». From April 27, 2007: President of the national industrial union of employers «Russian Union of Machine-Builders». From April 28, 2007: Chairman of the national industrial union of employers «Russian Union of Machine-Builders». Entity: Position: Government Commission on High Technology and Innovations Russian Technologies State Corporation for General Director Development, Manufacturing and Export of High Technology Industrial Products Moscow State Institute of International Relations of Head of Department of International MFA of Russia Military-Technical Cooperation AVTOVAZ OJSC Chairman of the Board United Aircraft Corporation JSC Member of the Board of Directors Russian Union of Machine-Builders LLC Chairman United Shipbuilding Corporation JSC Member of the Board of Directors Oboronprom United Industrial Copropation OJSC Chairman of the Board VSMPO-AVISMA Corporation JSC Chairman of the Board KAMAZ OJSC Chairman of the Board NOVIKOMBANK JSCB CJSC Chairman of the Board RT-Energo LLC Chairman of the Board RT-Biotechprom OJSC Chairman of the Board Aeroflot OJSC Member of the Board of Directors Rosoboronexport OJSC Chairman of the Board Academy of Military Sciences Full Member Sports and Physical Activity Development Fund Chairman of the Board of Trustees
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(Sport Fund) Plekhanov Russian Academy of Economics Chairman of the Board of Trustees National program «In the family circle» Co-Chairman Gorchakov Public Diplomacy Fund Member of the Board of Trustees Russian Cycling Federation Member of the Board of Trustees Non-profit partnership «Governance and Problem Member of the Board of Trustees Analysis Center» Charity Fund for Reconstruction of the Voskresensky Member of the Board of Trustees New-Jerusalem Monastery Cathedral of Christ the Saviour Member of the Board of Trustees Russian Federal Publication «Gross Domestic Member of the Supervisory Board Product» Has no voting shares in the charter capital of the Company.
11. Anatoly Borisovich CHUBAIS Entity: Job title: Government Commission on High Technology and Innovations EU-Russia Industrialists’ Roundtable Co-Chairman Russian Union of Industrialists and Entrepreneurs. Member of the Board, Chairman of the Committee for Innovation Policy J. P. Morgan Chase Member of the International Supervisory Board Rusnano Capital Ag Chairman of the Board Fund for Infrastructure and Educational Programs Member of the Supervisory Board RF Presidential Commission for Modernisation and Member of the Commission Technological Development of Russia’s Economy Has no voting shares in the charter capital of the Company.
MEETINGS OF RUSNANO BOARD OF DIRECTORS IN 2011
MINUTES #1 of March 24, 2011 I. On the Chairman of RUSNANO Board of Directors. The decision was made. II. On the Executive Board of RUSNANO. The decision was made. III. On composition of the Supervisory Council of the Fund for Infrastructure and Educational Programs. The decision was made. IV. On decisions of the Supervisory Board of RUSNANO. The decision was made. V. On the employment agreement with the Chairman of RUSNANO Executive Board. The decision was made. VI. On the draft Policy on Procedure and Conditions for Financing RUSNANO Investment Projects. The decision was made. VII. On conducting expert evaluations of RUSNANO Projects and the Procedure for Scientific and Technological Evaluation of Investment Projects of RUSNANO. The decision was made. VIII. On the Science and Technology Council of RUSNANO Board of Directors. The decision was made.
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IX. On the Personnel and Compensation Committee of RUSNANO Board of Directors. The decision was made. X. On the Strategy and Investment Policy Committee of RUSNANO Board of Directors. The decision was made. XI. On amendments to the Income and Expenditure Plan (budget) of RUSNANO for 2011. The decision was made. XII. On results of the Third Nanotechnology International Forum. The decision was made. XIII. On Decision to issue the shares placed upon creation of OJSC RUSNANO. The decision was made. XIV. On issue of RUSNANO bonds (conversion of the Corporation bonds into the bonds of RUSNANO). The decision was made. XV. On approval of combining positions by the Chairman of the Executive Board and members of the Executive Board of RUSNANO with their posts in management bodies of other organizations. The decision was made. XVI. On the investment project «Highly porous cellular materials: setting up production of nanostructured highly porous cellular materials with catalytic layer and equipment on their basis» (ID 1699). The decision was made. XVII. On the investment project «Nanoceramics: setting up production of protective nanoceramic coatings in Russia» (ID 1302). The decision was made. XVIII. On approval of the main parameters of RUSNANO participation in Pangaea Ventures Fund III investment fund (ID 1882). The decision was made. XIX. On determining the prices of property alienated as a counter-performance under inter-related transactions concluded within the framework of the investment project « Lithium-ion batteries: setting up production of cathode material» (ID 1707). The decision was made. XX. On approval of interested-party transactions concluded within the framework of the investment project «Lithium-ion batteries: setting up production of cathode material» (ID 1707). The decision was made. XXI. On determining the prices of property alienated as a counter-performance under inter-related transactions concluded within the framework of the investment project «Establishment of industrial production of nanostructured electrical wires with ultra-high strength and electrical conductivity» (ID 782). The decision was made. XXII. On approval of interested-party transactions concluded within the framework of the investment project «Establishment of industrial production of nanostructured electrical wires with ultra-high strength and electrical conductivity» (ID 782). The decision was made. XXIII. On the investment project «Setting up production of VLSI circuits with 90- nm process technology» (ID 775). The decision was made. XXIV. On determining the compensation of the audit organization selected through an open tender for the contract to provide services of statutory audit of financial statements to the open joint stock company formed as a result of reorganization of RUSNANO State Corporation and audit of consolidated financial statements of
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RUSNANO for 2011 prepared in accordance with the International Accounting Standards. The decision was made. XXV. On the Secretary of RUSNANO Board of Directors. The decision was made. XXVI. On proposals to the General Meeting of Shareholders (the sole shareholder) on the approval of internal documents of the Company. The decision was made. XXVII. On approval of the main parameters of RUSNANO participation in and exit from the investment project «Setting up the first Russian large-scale production of polycrystalline silicon and monosilane» (ID 854). The decision was made. XXI. On determining the prices of property alienated as a counter-performance under inter-related transactions concluded within the framework of the investment project «Setting up the first Russian large-scale production of polycrystalline silicon and monosilane» (ID 854). The decision was made. XXIX. On approval of proposals submitted for consideration by the General Meeting of Shareholders of RUSNANO regarding approval of inter-related transactions concluded within the framework of the investment project «Setting up the first Russian large-scale production of polycrystalline silicon and monosilane» (ID 854). The decision was made.
MINUTES #2 of April 19, 2011 I. On the investment project «Flash memory: setting up production of 32 nm memory chips in Russia» (ID 1822). The decision was made. II. On the investment project «MRAM: Setting up production of magnetoresistive random access memory in Russia» (ID 1962). The decision was made. III. On the main parameters of RUSNANO participation in the investment project «Setting up production of VLSI circuits with 90-nm process technology» (ID 775). The decision was made. IV. On determining the prices of property alienated as a counter-performance under inter-related transactions concluded within the framework of the investment project «Setting up production of VLSI circuits with 90-nm process technology» (ID 775). The decision was made. V. On interested-party transactions concluded within the framework of the investment project «Setting up production of VLSI circuits with 90-nm process technology» (ID 775). The decision was made.
MINUTES #3 of May 17, 2011 I. On the Annual Report 2010 of RUSNANO State Corporation, whose rights and obligations were succeeded by OJSC RUSNANO. The decision was made. II. On determining the service price of the paying agent engaged for implementation of obligations under RUSNANO bond issues for approval of interested-party transactions. The decision was made. III. On interested-party transactions related to conclusion of contracts for paying agent services regarding RUSNANO bond issues. The decision was made. II. On the investment project «Wire: setting up production of cutting wire using the technology of plasma surface modification» (ID 1945). The decision was made.
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V. On notifying RUSNANO Board of Directors about financing of the investment project: «Electronic components: MEMS-based synchronization systems» (ID 2102). The decision was made.
MINUTES #4 of June 21, 2011 I. On report about progress in preparation and implementation of RUSNANO venture funds creation projects. The decision was made. II. On consideration of the investment project «Burrill Capital Fund IV» (ID 2158). The decision was made. III. On creation of an international fund with management company Harris & Harris (ID 1373). The decision was made. IV. On amendments to the Policy on Procedure and Conditions for Financing RUSNANO Investment Projects. The decision was made. V. On consideration of the investment project «PET-centers: setting up a national network of diagnostics centers using positron-emission tomography and formation of infrastructure for clinical trials of new generation drugs» (ID 1917). The decision was made. VI. On the investment project «Technical upgrading of existing high-purity quartz concentrate production facilities to obtain basic materials for nanoelectronics, optics, lighting and chemical industries» (ID 1527). The decision was made. VII. On the investment project «Introduction of nanosolutions-based radio frequency identification (RFID) technology in retail» (ID 1248). The decision was made. VIII. On financing of the investment project «Basalt plastics: setting up modern production of nanostructured polymer composite reinforced with basalt fibers» (ID 1140). The decision was made. IX. On financing of the investment project «Expanding large-scale commercial production of single-crystal synthetic sapphires for LEDs and other industrial applications» (ID 1551). The decision was made. X. On the investment project «Setting up production of optical fiber» (ID 1050). The decision was made. XI. On interested-party transactions concluded within the framework of the investment project «Lithium-ion batteries: setting up production of cathode material» (ID 1707). The decision was made. XII. On the investment project «Nanocosmetics: setting up production of a cosmetics range based on uronic-acid-beta-cyclodextrin nanocomplexes» (ID 1071). The decision was made. XIII. On approval of RUSNANO securities prospectus (for bonds series 01, 02, 03). The decision was made. XIV. On local regulations issued by management bodies of RUSNANO State Corporation. The decision was made. XV. On amendments to provisions on Nanotechnology International Prize and Russian Youth Prize in Nanoindustry. The decision was made.
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XVI. On report about spendings of Rusnanotech Forum Fund for the nanotechnology development in 2010. The decision was made. XVII. On nomination of an independent appraiser to determine the market value of one (1) share of RUSNANO. The decision was made. XVIII. On interested-party transactions. The decision was made. XIX. On early termination of duties and appointment of several members of the Personnel and Compensation Committee of RUSNANO Board of Directors. The decision was made.
MINUTES #5 of July 12, 2011 I. On the investment project «Domain: Establishing a strategic partnership with Domain Associates for co-funding of projects in the health sector and building production and development infrastructure to support technology transfers to the Russian Federation» (ID 2080). The decision was made. II. On the investment project «Setting up production of bulk SiC single crystals and epitaxial structures on their basis to build a base of new generation electronic components and manufacture substrates for high-brightness LEDs from single crystal synthetic corundum (leucosapphire)» (ID 1010, ID 1360). The decision was made. III. On inter-related transactions of RUSNANO for attracting debt financing against government guarantees of the Russian Federation stipulated in the federal budget for 2011. The decision was made.
MINUTES #6 of August 09, 2011 I. On the Chairman of RUSNANO Board of Directors. The decision was made. II. On attracting debt financing against government guarantees provided in 2011. The decision was made. III. On report of RUSNANO Exec utive Board about progress in implementation of RUSNANO projects. The decision was made. IV. On the investment project « Beryllium: setting up a high-tech production complex to manufacture beryllium products for telecommunications, nanoelectronics and other nanoindustry applications» (ID 1990). The decision was made. V. On the investment project «SIGMA Multidisciplinary Nanotechnology Center» (ID 1979). The decision was made. VI. On the investment project «Establishment of Dubna Nanotechnology Center» (ID 1980). The decision was made. VII. On the investment project «Glass: Setting up production of functional glass in Russia» (ID 1982). The decision was made. VIII. On the investment project «Development and production of anti-cancer drugs based on nanoformulated molecular modulators of cellular stress» (ID 840). The decision was made. IX. On the investment project «Nanocoatings» (ID 870). The decision was made.
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X. On principles of RUSNANO participation in investment funds in 2011-2015. The decision was made. XI. On approval of the Decision on additional issue of RUSNANO securities. The decision was made. XII. Miscellaneous 12.1. On the investment project «Nanocosmetics: setting up production of a cosmetics range based on uronic-acid-beta-cyclodextrin nanocomplexes» (ID 1071). The decision was made. 12.2. On progress in decision-making concerning RUSNANO charter capital increase through placement of additional shares of RUSNANO. The decision was made.
MINUTES #7 of September 06, 2011 I. On amendments to the terms of financing of the investment project «Novomet: expanding and upgrading the production of high-performance downhole equipment manufactured with use of nanotechnologies» (ID 1092) approved by the Supervisory Board of RUSNANO State Corporation on June 01, 2010. No decision was made. II. On amendments to the terms of financing of the investment project «Setting up production of nanostructured magnesium hydroxide with modified surface» (ID 1168) approved by the Supervisory Board of RUSNANO State Corporation on December 22, 2009. The decision was made. III. On the investment project «IDEA Nanotechnology Center» (ID 1981). The decision was made. IV. On the investment project «Pre-IPO Fund: creation of the Pre-IPO fund to invest in high-growth innovative companies planning to conduct an IPO or attract a strategic investor within 1-3 years» (ID 1923). The decision was made. V. On the investment project «SYNBIO: setting up a Russian production of BioBetters-type medicines on the basis of biodegradable nanocomposites» (ID 1767). The decision was made. VI. On proposals concerning financing of investment projects earlier approved by the management bodies. The decision was made. VII. On amendments to the Regulations on Long-Term Incentives Program due to RUSNANO State Corporation reorganization into OJSC RUSNANO. The decision was made.
MINUTES #8 of October 04, 2011 I. On changes to the main parameters of RUSNANO participation in the investment project «Novomet: expanding and upgrading the production of high-performance downhole equipment manufactured with use of nanotechnologies» (ID 1092) approved by the Supervisory Board of RUSNANO State Corporation on June 01, 2012. The decision was made.
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II. On approval of the main parameters of RUSNANO participation in the investment project «Ruspolymet: setting up modern production of high performance structural materials and derivative goods for aerospace, power and engineering industries (ID 2019). The decision was made. III. On changes to the main parameters of RUSNANO participation in the investment project «Expanding production of new insulating materials using waste glass nanoprocessing principles» (ID 934) approved by the Supervisory Board of RUSNANO State Corporation on September 01, 2009. The decision was made. IV. On approval of interested-party transactions concluded by RUSNANO within the framework of the investment project «Setting up a GMP facility for manufacturing nanovaccines and therapeutic biological products on the basis of pseudo-adenoviral nanoparticles and nanostructures containing a carbohydrate- binding domain» (ID 575). The decision was made. V. On amendments to and cancellation of local regulations issued by management bodies of RUSNANO State Corporation. The decision is made. VI. On approval of the interested-party transaction for the acquisition of shares in RUSNANO USA, Inc. The decision was made. VII. On the investment project «Setting up the first Russian large-scale production of polycrystalline silicon and monosilane» (ID 854). The decision is made.
MINUTES #9 of November 15, 2011 I. On approval of Procurement Regulations of OJSC RUSNANO. The decision was made. II. On approval of the main parameters of RUSNANO participation in the investment project «Setting up production of nanostructured magnesium metal and precipitated silica» (ID 1284). The decision was made. III. On the investment project «Sol-gel coatings: setting up a production facility in Russia to manufacture specialized equipment and provide services for applying nanocomposite coatings using innovative Solution Derived Nanocomposite (SDN) technology» (ID 1632). The decision was made. IV. On changes to the main parameters of RUSNANO participation in the investment project «Microbor»(ID 887) approved by the Supervisory Board of RUSNANO State Corporation on June 02, 2009. The decision was made. V. On granting consent to Y.A. Udaltsov for combining the posts in RUSNANO Executive Board and the Board of Directors of BIND Bioscences, Inc. in the framework of implementation of the investment project «Bind: development and introduction to global market of a series of drugs based on a new-generation nano- platform» (ID 2129). The decision was made. VI. On granting consent to Y.A. Udaltsov for combining the posts in RUSNANO Executive Board and the Board of Directors of Selecta Biosciences, Inc. in the framework of implementation of the investment project «Selecta: development and introduction to global market of a series of vaccines based on a new-generation nano-platform» (ID 2240). The decision was made.
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VII. On granting consent to O.V. Kiselev for combining the posts in RUSNANO Executive Board and the Board of Directors of Panacela Labs, Inc. in the framework of implementation of the investment project «Development and production of anti- cancer drugs based on nanoformulated molecular modulators of cellular stress» (ID 840). The decision was made.
MINUTES #10 of December 13, 2011 I. On the investment project «Solubilisates: creating a Russian production facility to manufacture nanoparticles-based (product micelles-based) NovaSOL® solubilisates through international transfer of AQUANOVA AG production technology» (ID1585). The decision was made. II. On changes to the main parameters of RUSNANO participation in the investment project « MRAM: Setting up production of magnetoresistive random access memory in Russia» (ID 1962) approved by the Board of Directors of OJSC RUSNANO on April 19, 2011. The decision was made. III. On parameters of participation of the Chairman and members of RUSNANO Executive Board in the Long-Term Incentives Program. The decision was made. IV. Report by results of investment projects implementation monitoring. The decision was made. V. Report on decisions taken regarding financing of investment projects in which RUSNANO participation is between 300 M RUR and 1.3 B RUR (inclusive) or equivalent amount in a foreign currency. The decision was made. VI. On progress in execution of tasks set for the Board of Directors of RUSNANO at the Meetings of August 9 and September 6, 2011. The decision was made. VII. On progress in preparation of proposals on formation of cluster type projects. The decision was made. VIII. On approval of RUSNANO near-term financial plan for 2012 and mid-term financial plan for 2012–2014 setting debt financing limits. The decision was made. IX. On approval of interested-party transactions concluded by RUSNANO within the framework of the investment project «Creation of Idea Nanotechnology Center in Kazan» (ID 1981). The decision was made. X. On approval of interested-party transactions between RUSNANO and the Fund for Infrastructure and Educational Programs. The decision was made. XI. On founding a subsidiary of RUSNANO in Israel. The decision was made. XII. On granting consent to Y.M. Urinson for combining the post of Executive Board member at RUSNANO and the posts of member and Chairman of the Board of Directors at the Joint-Stock Commercial Bank STRATEGIYA (OJSC). The decision was made. XII. On granting consent to A.B.Chubais, chairman of the Board of Directors of RUSNANO, to serve concurrently as a member of the Boards of Directors of Joule Global Holdings B. V. and Stichting Joule Global Foundation in the framework of implementation of the investment project «Joule: setting up production of biofuel and chemical products» (ID 2195). The decision was made.
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XIV. On granting consent to A.B. Malyshev, member of the Executive Board of RUSNANO, to serve concurrently as member of the Board of Directors of Novomet-Perm CJSC in the framework of implementation of the investment project «Novomet: Extending and upgrading the production of high-performance downhole equipment manufactured with use of nanotechnologies» (ID 1092). The decision was made. XV. On granting consent to A.B. Malyshev, member of the Executive Board of RUSNANO, to serve concurrently as member of the Board of Directors of Ruspolymet OJSC in the framework of implementation of the investment project «Ruspolymet: setting up modern production of high performance structural materials and derivative goods for aerospace, power and engineering industries» (ID 2019). The decision was made.
MINUTES OF THE MEETING IN ABSENTIA #1 of July 27, 2011 I. On proposal to the General Meeting of Shareholders of RUSNANO to take decision on RUSNANO charter capital increase through offering of additional shares of RUSNANO. The decision was made. II. On determining the offering price for the additional shares of RUSNANO. The decision was made.
MINUTES OF THE MEETING IN ABSENTIA #2 of September 16, 2011 I. On approval of the Decision on additional issue of RUSNANO securities. The decision is made. II. On combining the post by the Chairman of Executive Board of RUSNANO with positions in other organizations. The decision was made.
MEETINGS OF SCIENCE AND TECHNOLOGY COUNCIL OF RUSNANO BOARD OF DIRECTORS IN 2011
MINUTES #1 of March 29, 2011 I. On Secretary of the Science and Technology Council of RUSNANO Board of Directors. II. On consideration of the investment project «Motor fuel production from solid fossil fuels and a mechano-thermo-chemical reactor for such production» (ID 967). III. On consideration of the investment project «KAMAZ-Metallurgy: Creating a foundry production with nano-modifiers for automotive components of block, piston and crankcase groups» (ID 2069). IV. On consideration of the investment project «Setting up production of nanocomposite PVC compound and derivative polymer construction materials of low flammability» (ID 2031). V. On consideration of the investment project «Gallium nitride: Setting up production of economical GaN-substrates for the mass market» (ID 1996).
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VI. On consideration of the investment project «Salavatsteklo: expanding production of float glass and setting up production of low-emissivity and sun protection glass» (ID 2100). VII. On consideration of the investment project «Cogeneration plants: setting up production of combined heat and power generation systems based on solid polymer fuel cells» (ID 2081). VIII. On consideration of the investment project «Sibur – Russian Tyres: transition to new generation nanotechnological «green tires»« (ID 2114). IX. On consideration of the investment project «IR-LEDs: expanding the existing production of semiconductor optical products operating in the mid-IR range» (ID 2038).
MINUTES #2 of April 12, 2011 I. «On statistics methodology in nanoindustry». II. On consideration of the investment project «Electronic components: MEMS-based synchronization systems» (ID 2102). III. On consideration of the investment project «Expanding large-scale commercial production of single-crystal synthetic sapphires for LEDs and other industrial applications» (ID 1551). IV. On consideration of the investment project «MESH Plus: Expanding production of VU-VSM plants (high speed magnetron vacuum plants) and creating a demonstration center to show how VU-VSM can be used to obtain nanoproducts» (ID 915). V. On consideration of the investment project « Methanol: building a facility for methanol production with use of nanostructured catalysts in Nizhny Tagil» (ID 2092). VI. On consideration of the investment project «Basalt: Production of continuous basalt fibers and composite construction materials on their basis for the Northern regions» (ID 1921).
MINUTES #3 of May 10, 2011 I. On consideration of the investment project «Energy storage systems: Setting up production of high-power energy storage devices» (ID 2071). II. On consideration of the investment project «IR-LEDs: expanding the existing production of semiconductor optical products operating in the mid-IR range» (ID 2038). III. On consideration of additional materials for the investment project «PET- Centers: setting up a national network of diagnostics centers using positron- emission tomography and formation of infrastructure for clinical trials of new generation drugs» (recommended for financing by the Science and Technology Council of RUSNANO State Corporation on October 12, 2010) (ID 1917). IV. On consideration of the investment project «Setting up production of solar collectors» (ID 1611).
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MINUTES #4 of May 24, 2011 I. On consideration of the investment project «Seismic instrument engineering: Production of seismic recording systems for studying various Earth’s crust cut intervals using multicomponent seismic sensors based on nanoscale converting structures»(ID 2075). II. On consideration of the investment project «Motor fuel production from solid fossil fuels and a mechano-thermo-chemical reactor for such production» (ID 967). III. On consideration of the investment project «Energy storage systems: Setting up production of high-power energy storage devices» (ID 2071).
MINUTES #5 of June 14, 2011 I. On consideration of the investment project «Clean energy: Creating a supplier of energy storage solutions for manufacturers of electric vehicles and large- scale power generation» (ID 2105). II. On consideration of the investment project «Setting up large-scale production of oil equipment based on ac electronic motors using nanostructured magnets and nanomodified insulating materials» (ID 1761). III. On consideration of the investment project «Ritek: Creating a production facility for development of hard-to-recover hydrocarbon reserves with use of combined heat and gas methods» (ID 1755). IV. On consideration of the investment project «Metalworking tools: setting up serial production of metalworking tools based on composite wear-resistant nanomaterials to enable processing of viscous materials at high cutting speeds» (ID 2089). V. On consideration of the investment project «IR-LEDs: expanding the existing production of semiconductor optical products operating in the mid-IR range» (ID 2038). VI. On consideration of the investment project «Multi-silicon: setting up production of multicrystalline silicon ingots by continuous induction melting» (ID 2034). VII. On consideration of the investment project «Methylchlorosilanes and their derivatives: creating a methylchlorosilanes production facility with capacity of 25,000 ton/year with processing into precursors (dimethyldichlorosilane hydrolysate and fumed silica) to enable production of organosilicon composites in the amounts of over 15,000 ton per year» (ID 2109). VIII. On consideration of the investment project «Benzene production: construction of a facility for benzene production from associated petroleum gas with capacity of 100 ton/year»(ID 2098) IX. On consideration of the investment project «Bind and Selecta: development and introduction to global market of a series of drugs and vaccines based on a new- generation nano-platform» (ID 2129).
MINUTES #6 of June 28, 2011
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I. On amendments to the Policy on Procedure and Conditions for Financing RUSNANO Investment Projects. II. On consideration of the investment project «Cogeneration plants: setting up production of combined heat and power generation systems based on solid polymer fuel cells» (ID 2081). III. On consideration of the investment project «Setting up production of photovoltaic modules of silicon solar cells with wave-like nanostructures on the surface» (ID 1359) IV. On consideration of the investment project «Kraspan: Expanding production of Kraspan exterior wall panel systems with use of nanostructured metal composite panels and cassettes» (ID 1616). V. On consideration of the investment project « Diatomite: setting up commercial production of structural insulating products from diatomite-based foam- glass-ceramics» (ID 1693).
MINUTES #7 of July 26, 2011 I. On consideration of the investment project « NTgel: Setting up production of new nanomaterials for lubricant grease thickeners, polymers and resin materials» (ID 2012). II. On consideration of the investment project « Isostatic graphite: setting up commercial production of isostatic graphite on the basis of nanostructured pitch matrix with higher agglomerating and coking indexes for manufacturing of products from new generation composite materials with improved physical and mechanical characteristics» (ID 2095). III. On consideration of the investment project «PET processing: setting up a production facility for PET processing through regeneration of its physical and mechanical properties by integration of organomodified silicon nanoparticles into the macromolecular structure» (ID 2016). IV. On consideration of the investment project «Setting up production of nanocrystalline, ultrafine and submicron tungsten carbide powder (WC-SHS)» (ID 1868).
MINUTES #8 of July 26, 2011 I. On consideration of the investment project «Setting up a GMP facility for manufacturing of synthetic peptide drugs» (ID 1888). II. On consideration of the investment project «Joule: setting up production of biofuel and chemical products» (ID 2195). III. On consideration of the investment project «Current-limiting circuit breakers: setting up production of current-limiting circuit breakers and other high- temperature superconductor based products in Russia» (ID 1846). IV. On consideration of the investment project « NTgel: Setting up a Russian facility to produce new nanomaterials for lubricant grease thickeners» (ID 2012) («NTgel: Setting up production of new nanomaterials for lubricant grease thickeners, polymers and resin materials»).
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V. On consideration of the investment project « Acrilan: expanding production of aqueous dispersions» (ID 2168).
MINUTES #9 of September 13, 2011 I. On consideration of the investment project «Base material for flexible printed circuit boards and roll-to-roll technology for its production: setting up production of metallized fluoropolymer films and materials with fluoropolymer surfaces with use of nano surface treatment in vacuum» (ID 1973). II. On consideration of the investment project «Development of industrial equipment for production of high efficiency nanostructured multilayer solar cells (SC) and various micro- and nanoelectronic devices» (ID 1711). III. On consideration of the investment project «Industrial fabric factory: setting up commercial production of textile products for special applications» (ID 2133).
MINUTES #10 of September 27, 2011 I. On awarding the Russian Youth Prize in Nanoindustry in 2011. II. On consideration of the investment project «Production and implementation of physical analyzers using Mandelstam–Brillouin scattering (SMBS) and extended sensors (special optical cable) to monitor condition of various infrastructure facilities» (ID 2188). III. On consideration of the investment project «Setting up final production of specialized microelectronic and microsystem devices for special-purpose and dual- purpose products on the basis of semi-custom 90-180 nm chips» (ID 1653). IV. On consideration of the investment project «Selecta: development and introduction to global market of a series of vaccines based on a new-generation nano-platform» (ID 2240) («Bind and Selecta: development and introduction to global market of a series of drugs and vaccines based on a new-generation nano- platform» (ID 2129).
MINUTES #11 of October 11, 2011 I. On consideration of the investment project « Mediana: development and implementation of integrated resource saving membrane technologies and systems using nanostructured materials for water treatment and liquid waste recycling» (ID 2167). II. On consideration of the investment project «Carbon plastics: expanding the commercial production of nanostructured carbon and carbon-glass plastics to be used in structural elements for vehicle industry, highway bridges and elevated roads, buildings and structures, power industry, infrastructure construction and repair» (ID 2220, 1170). III. On consideration of the investment project «Ultra-high-molecular-weight polyethylene: Setting up production of ultra-high-molecular-weight polyethylene» (ID 2113).
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IV. On consideration of the investment project «Setting up production of nanocrystalline, ultrafine and submicron tungsten carbide powder (WC-SHS)» (ID 1868). V. On consideration of the investment project «INCAP: Creating a Russian production of drugs for the treatment of cancer and multiple sclerosis» (ID 2182).
MINUTES #12 of October 25, 2011 I. On consideration of the investment project «Electrotechnical aluminum alloys: Setting up production of wire rod from aluminum and electrotechnical aluminum alloys using continuous casting and rolling equipment» (ID 2112). II. On dividing of the investment project «Bind and Selecta: development and introduction to global market of a series of drugs and vaccines based on a new- generation nano-platform» (ID 2129) into two projects: «Selecta: development and introduction to global market of a series of vaccines based on a new-generation nano-platform» (ID 2240) and «Bind: development and introduction to global market of a series of drugs based on a new-generation nano-platform» (ID 2129).
MINUTES #13 of November 08, 2011 I. On consideration of the investment project « Water repellent agent: Setting up production of peat-based hydrophobic organic modifier for treatment of construction materials» (ID 2053). II. On consideration of the investment project «Polysteel: Setting up a casting and rolling plant to produce nanostructured hot-rolled steel band using Castrip technology» (ID 2029)
MINUTES #14 of November 22, 2011 I. On appointing the Chairman of the Science and Technology Council of RUSNANO Board of Directors. II. On consideration of the investment project «LIMO: Setting up production of industrial laser equipment and microoptics products in Russia» (ID 2250). III. On consideration of the investment project « ZENVERGE: Creating a design center in Russia to engineer integrated circuit 40 nm or less for efficient transcoding of high definition video» (ID 2026).
MINUTES #15 of December 13, 2011 I. On appointing the Chairman of the Science and Technology Council of RUSNANO Board of Directors. II. On consideration of the investment project «AV-STAL: Russian production of nanostructured reinforcing steel bar using Smart Steel technology» (ID 2055). III. On consideration of the investment project «Boiler tubes: setting up serial production of boiler and stainless steel tubes from nanostructured heat resistant steels» (ID 2192). IV. On consideration of the investment project «Silicon substrates: manufacturing substrates for growth of GaN structures» (ID 2239)
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V. On consideration of the investment project «Production and development of wireless systems using Russian-made 90/45 nm processors» (ID 2173) VI. On consideration of the investment project «Turbine blades: Setting up production of turbine blades with hybrid nanostructured coating for operation in high-temperature tail gas» (ID 2077) VII. On consideration of the investment project «Lightweight glass containers: Expanding production of high-quality lightweight glass containers using thermal diffusion surface hardening» (ID 2257). VIII. Miscellaneous On the list of hi-tech materials required for nanoindustry development in the Russian Federation.
MINUTES #16 of December 26, 2011 I. On consideration of the investment project « NTgel: Setting up a Russian facility to produce new nanomaterials for lubricant grease thickeners» (ID 2012) II. On consideration of the investment project «Extragranite decorative facing nanomaterial: setting up production of Extragranite decorative facing nanomaterial» (ID 2108) III. On consideration of the investment project «KAMAZ-Metallurgy: Setting up commercial production of polydicyclopentadiene-based polymer materials using original catalysts and polymerization technology» (ID 2277) IV. On consideration of the investment project «Boiler tubes: setting up serial production of boiler and stainless steel tubes from nanostructured heat resistant steels» (ID 2192).
MEETINGS OF INVESTMENT POLICY COMMITTEE OF RUSNANO BOARD OF DIRECTORS IN 2011
MINUTES #1 of April 4, 2011 I. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «MRAM: Setting up production of magnetoresistive random access memory in Russia» (ID 1962). II. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Wire: setting up production of cutting wire using the technology of plasma surface modification» (ID 1945) III. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Flash-memory: setting up production of 32 nm memory chips in Russia» (ID 1822).
MINUTES #2 of May 17, 2011 I. Report on progress in implementation of the investment project: «Creation of a vertically integrated manufacturer of photovoltaic products». Stage 1 «Scaling up production of high-performance bilateral solar cells and modules based on monocrystalline silicon» (ID 1254)
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II. Report on progress in implementation of the investment project «Creating fiber laser industry in Russia» (ID 766) III. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Establishment of an international fund with Harris & Harris Group Inc. as the management company» (ID 1373) MINUTES #3 of May 31, 2011 I. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Establishment of an international fund with Harris & Harris Group Inc. as the management company» (ID 1373) II. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Burrill Capital Fund IV» (ID 2158). III. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Domain: Establishing a strategic partnership with Domain Associates for co-funding of projects in the health sector and building production and development infrastructure to support technology transfers to the Russian Federation» (ID 2080).
MINUTES #4 of June 15, 2011 I. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Burrill Capital Fund IV» (ID 2158). II. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Setting up production of nanostructured magnesium metal and precipitated silica» (ID 1284). III. On recommendations to RUSNANO Board of Directors regarding financing of the investment project « Beryllium: setting up a high-tech production complex to manufacture beryllium products for telecommunications, nanoelectronics and other nanoindustry applications» (ID 1990).
MINUTES #5 of July 11, 2011 I. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Glass: Setting up production of functional glass in Russia» (ID 1982). II. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Domain: Establishing a strategic partnership with Domain Associates for co-funding of projects in the health sector and building production and development infrastructure to support technology transfers to the Russian Federation» (ID 2080).
MINUTES #6 of July 28, 2011 I. On the investment project « Beryllium: setting up a high-tech production complex to manufacture beryllium products for telecommunications, nanoelectronics and other nanoindustry applications» (ID 1990).
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II. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Glass: Setting up production of functional glass in Russia» (ID 1982).
MINUTES #7 of September 21, 2011 I. On recommendations to RUSNANO Board of Directors regarding changes to the investment project «Novomet: expanding and upgrading the production of high- performance downhole equipment manufactured with use of nanotechnologies» (ID 1092) approved by the Supervisory Board of RUSNANO State Corporation on June 01, 2010. II. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Ruspolymet: setting up modern production of high performance structural materials and derivative goods for aerospace, power and engineering industries» (ID 2019). III. On the investment project «Setting up the first Russian large-scale production of polycrystalline silicon and monosilane» (ID 854).
MINUTES #8 of October 10, 2011 I. On recommendations to RUSNANO Board of Directors regarding financing of the investment project «Setting up production of nanostructured magnesium metal and precipitated silica» (ID 1284).
MINUTES #9 of November 15, 2011 I. On the investment project «Sol-gel coatings: setting up a production facility in Russia to manufacture specialized equipment and provide services for applying nanocomposite coatings using innovative Solution Derived Nanocomposite (SDN) technology» (ID 1632).
MINUTES #10 of December 12, 2011 I. On the investment project «Solubilisates: creating a Russian production facility to manufacture nanoparticles-based (product micelles-based) NovaSOL® solubilisates through international transfer of AQUANOVA AG production technology» (ID1585).
MEETINGS OF PERSONNEL AND COMPENSATION COMMITTEE OF RUSNANO BOARD OF DIRECTORS IN 2011
MINUTES #1 of August 31, 2011 Question #1. On amendments to the Regulations on Long-Term Incentives Program due to RUSNANO State Corporation reorganization into OJSC RUSNANO.
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Question #2. On parameters of the Regulations on Long-Term Incentives Program that shall be approved by the Personnel and Compensation Committee of RUSNANO Board of Directors. Question #3. On proposals concerning financial budget saving incentives for RUSNANO employees.
MINUTES of November 10, 2011 Question #1: On parameters of the Regulations on Long-Term Incentives Program that shall be approved by the Personnel and Compensation Committee of RUSNANO Board of Directors. Question #2. On Provisions on compensation and bonuses paid to the Chairman of RUSNANO Board of Directors.
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Appendix E. Members of the Audit Committee of the Company
RUSNANO Audit Committee was formed by Decree of the Federal Agency for State Property Management no. 222-p of March 9, 2011 and acts in accordance with the Regulations on RUSNANO Audit Committee approved by the Extrodinary Meeting of Shareholders (Decree of the Federal Agency for State Property Management no. 867-p of June 23, 2011). Chairman: Yevgeny Aleksandrovich Fyodorov, Chairman of the Committee for Economic Policy and Entrepreneurship of the State Duma of the Russian Federation. Members: • Oleg Yuryevich Demidov, Director of the Department of Innovation and High Technologies of the State Corporation «Bank for Development and Foreign Economic Affairs (Vnesheconombank)»; • Yulia Nikolayevna Negasheva, Chairman of the Board of Business- Alliance OJSC; • Vladimir Yulianovich Skobarev, Deputy CEO of NP Consult CJSC; • Dmitry Valeryevich Skripichnikov, Deputy Director of the Corporate Governance Department of the Ministry of Economic Development of Russia.
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Appendix F. Members of the Executive Board of the Company
The Board of Directors of RUSNANO at the meeting on March 24, 2011 (RUSNANO Board Meeting minutes #1 of March 24, 2011) appointed 9 members to the Executive Board of RUSNANO, including the Chairman of the Executive Board of RUSNANO. The following members were elected to the Executive Board of RUSNANO: 1) Sergey Vladimirovich Kalyuzhny 2) Oleg Vladimirovich Kiselev 3) Aleksandr Prokhorovich Losyukov 4) Andrey Borisovich Malyshev 5) Andrey Gennadyevich Svinarenko 6) Andrey Vladislavovich Trapeznikov 7) Yury Arkadyevich Udaltsov 8) Yajov Moiseevich Urinson
Sergey Vladimirovich Kalyuzhny Born on July 8, 1959. In 1981 he graduated with honors from the Chemistry Department of Lomonosov Moscow State University. In 1985 he graduated from the post-graduate studies at the Chemistry Department of Lomonosov Moscow State University, defended his PhD thesis on chemical kinetics and catalysis. In 1992 he defended his Doctor of Science thesis on chemical kinetics and catalysis. In 2006 he was appointed Professor of Catalysis. From 1985: Junior Research Assistant, then Research Assistant at the Chemistry Department of Lomonosov Moscow State University. From 1987: Senior Research Assistant at the Institute of Physical and Chemical Biology, Lomonosov Moscow State University. From 1992: Visiting Professor at the University of Coahuila (UAdeC), Saltillo, Mexico. At the end of 1995 he returned to the Institute of Physical and Chemical Biology of Lomonosov Moscow State University to work as Senior Research Assistant. From 1996: Leading Researcher of the Chemistry Department, Lomonosov Moscow State University. 1996-1997: internship at the Wageningen University (Netherlands). In 2001: Visiting Professor at the Polytechnic University of Lausanne (EPFL) (Switzerland). 1997-2007: Deputy Head of Chair of Chemical Enzymology, Chemistry Department. Author of 7 monographs, 10 patents, and over 100 articles in international abstract journals; editorial board member of the journals Water Research, Process
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Biochemistry, Critical Re-view in Environmental Bio-technology, Bioresourcetechnolor. Director for Scientific and Technological Review at RUSNANO from 9 January 2008 (from 2008 – Scientific and Technological Review Department). From June 26, 2008: member of Executive Board of RUSNANO State Corporation. From March 24, 2011: member of Executive Board of OJSC RUSNANO.
Oleg Vladimirovich Kiselev Born on June 1, 1953. In 1979 he graduated from the Moscow Institute of Steel and Alloys (MISIS), qualification – metallurgical engineer; PhD in Engineering Sciences. 1989-1992: Head of Alfa-Eco JV. 1992-2000: Mosexpo CJSC. Chaired the Board of Impexbank from the moment of its establishment in 1992. 1999-2005: Chairman of the Board of Directors of Mosexpo-Metal LLC. 2001-2002: Chairman of the Board of Directors at Metalloinvest Management Holding Company LLC. 2002-2004: Director General of non-commercial partnership Media-Sotsium. 2004-2005: Head of Renaissance Capital investment group, member of the Presidential Council of the Russian Federation during the presidentship of Boris Yeltsin, Member of the Board of Directors of Novolipetsk Iron and Steel Works (NLMK). Member of the Board of the Russian Union of Industrialists and Entrepreneurs (RSPP). From December 16, 2008 to January, 2009 Oleg Vladimirovich acted as Counsellor to the Director General of RUSNANO State Corporation. From May 12, 2009: Director for Business Strategy. From October 13, 2009: Director for Business Strategy and Finance. From April 2010: Deputy Director General of the Corporation. From October 11, 2010: Member of the Executive Board of RUSNANO State Corporation. From March 24, 2011: Member of the Executive Board of OJSC RUSNANO.
Aleksandr Prokhorovich Losyukov Born on November 15, 1943. In 1968 graduated from the Moscow State Institute of International Relations of the Ministry of Foreign Affairs of USSR. Fluent in Pashto and English. Works in the system of the Ministry of Foreign Affairs from 1968. 1968-1985: held various posts in the central apparatus of the Ministry and abroad. 1985-1990: Minister-Counsellor of the USSR Embassy in the Philippines. 1990-1992: Head of General Issues Administration of the Department of Asia Pacific Region.
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1992-1994: Russian ambassador in New Zealand. 1994-1997: Russian ambassador in Australia. 1997-1999: Director of the 2nd Department of Asia. 1999-2000: Director of the General Secretariat (Department) of the Ministry of Foreign Affairs of the Russian Federation. 2000-2004: Deputy Minister of Foreign Affairs of the Russian Federation. 2004-2007: Ambassador of the Russian Federation in Japan. In January 2007 upon returning from Japan he once again took the post of Deputy Minister of Foreign Affairs of the Russian Federation. In this capacity, continued to oversee relations with the countries of Asia and the Pacific and issues of multilateral cooperation in the Asia-Pacific region, including cooperation within the Shanghai Cooperation Organization. He headed the Russian delegation at the six-party talks on Korean Peninsula nuclear issue. On March 27, 2008 the decree of the Russian President Vladimir Putin relieved him from his post of Deputy Minister for Foreign Affairs due to transition to another job. Has the diplomatic rank of Extraordinary and Plenipotentiary Ambassador. Since 2003: Honoured Worker of the Diplomatic Service of the Russian Federation. In 2008 awarded with the Order of Merit for the Motherland (4th degree). Since April 1, 2008: Deputy Director General for International Activity From February 28, 2008: Member of Executive Board of RUSNANO State Corporation. Since March 24, 2011: Member of Executive Board of OJSC RUSNANO.
Andrey Borisovich Malyshev Born on September 26, 1959 Education Moscow Power Engineering Institute, degree in Automation of Heat and Power Processes, quaification: Heat Power Automation Engineer, graduated in 1982. Degree 2001: PhD in Social Sciences. 2003: PhD in Technical Sciences. Awards and insignia December, 2005: Order of Honour A number of industrial insignia
After graduating from the Institute till 2002, Mr. Malyshev worked in the AtomEnergoProject Research and Project Engineering Institute. He held posts from engineer to Director General. In July 2002 he was appointed Deputy Minister for Atomic Energy of the Russian Federation. From June 2003 he headed the Russian Federal Inspectorate for Nuclear and Radiation Security (Gosatomnadzor), which was transformed into the Federal Service for Oversight of Nuclear and Radiation Security in March 2004.
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From May 2006 to October 2007 he worked as Deputy Head of Rosatom. From October 29, 2007: Deputy Director General of RUSNANO State Corporation. From December 5, 2007: Member of the Executive Board of RUSNANO State Corporation. Since March 24, 2011: Member of the Executive Board of OJSC RUSNANO.
Andrey Gennadyevich Svinarenko Born on September 24, 1953 In 1974 Mr. Svinarenko graduated from Plekhanov Moscow Institute of the National Economy. Economist. 1995-2000: Deputy Minister, First Deputy Minister of Economy of the Russian Federation. 2000-2004: First Deputy Minister of Industry, Science and Technology of the Russian Federation. 2004-2007: Deputy Minister of Education and Science of the Russian Federation. March 2007 to February 2009: Executive Vice President, Russian Union of Industrialists and Entrepreneurs. From February 25, 2009: Deputy Director General of RUSNANO State Corporation. From February 3, 2009: Member of the Executive Board of RUSNANO State Corporation. Since March 24, 2011: Member of the Executive Board of OJSC RUSNANO.
Andrey Vladislavovich Trapeznikov Born on September 17, 1961 In 1983 Mr. Trapeznikov graduated from Lomonosov Moscow State University (Oriental Languages and Literature, philologist-orientalist, analyst, translator from Urdu). From November 1983 to May 1985: Production Editor, India Broadcasting Department of the Editorial Board for Radio Broadcasting in Southeast Asia and Japan, USSR State Committee for Television and Radio Broadcasting. From May 1985 to January 1990: Deputy Secretary, Secretary of the VLKSM (All-Union Leninist Young Communist League) Committee of the USSR State Committee for Television and Radio Broadcasting. From January 1990 to May 1991: correspondent in the Department of International Information of the Editorial Board of Mayak program. From March 1991 to February 1992: special correspondent of the All-Russia State Television and Radio Broadcasting Company. From March 1992 to April 1993: special correspondent of the International Information Department of Mayak radio station. From May 1993 to December 1995: editor, Deputy Editor-in-Chief, IMA- press-AP Information Agency.
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From December 1995 to March 1996: Adviser to the Government Office of the Russian Federation. From March 1996 to July 1996: Press Secretary of the Civil Society Fund. From August 1996 to March 1997: Assistant to the Head of Presidential Administration of the Russian Federation. From March 1997 to June 1998: Assistant to the First Deputy Prime Minister of the Russian Federation. From June 1998 to November 2001: Senior Expert, Directorate for Organizational Support to the Management Board, Head of Public Relations, RAO UES of Russia JSC. From November 2001: Member of the Board of RAO UES of Russia JSC. From July 2004: Member of the Board, spokesman of RAO UES of Russia JSC. From October 28, 2008: Corporate Director of RUSNANO State Corporation. From November 2008: Member of the Executive Board of RUSNANO State Corporation. Since January 17, 2011: Director for External Communications of RUSNANO State Corporation. Since March 24, 2011: Member of the Executive Board of OJSC RUSNANO.
Yury Arkadyevich Udaltsov Born on July 30, 1961. In 1984 he graduated from Moscow Physics and Technology Institute. PhD, Physics and Mathematics. 1996-2000: Director of Moscow representative office of Karana Corporation 2000-2002: Director General of Karana LLC 2002-2003: Head of Corporate Strategy Department of RAO UES of Russia OJSC 2003-2004: Head of Energy System Restructuring Department of RAO UES of Russia OJSC From March 2004: Member of the Board, Head of Energy System Restructuring Department of RAO UES of Russia OJSC 2004-2008: Member of the Board, Head of Reform Management Center of RAO UES of Russia OJSC From 13 January 2009: Director for Innovative Development of RUSNANO State Corporation. From February 3, 2009: Member of the Executive Board of RUSNANO State Corporation. Since March 24, 2011: Member of the Executive Board of OJSC RUSNANO.
Yajov Moiseevich Urinson Born on September 12, 1944 In 1966 Mr. Urinson graduated from the Faculty of Economic Cybernetics of Plekhanov Moscow Institute of the National Economy, economist.
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Doctor of Economic Sciences, Professor. From 1972 he held various senior positions in the MCC Ministry of Economy and Forecasting of the USSR. 1991-1993: Director of the Center of Economic Situation and Forecasting at the Ministry of Economy and Finance of the Russian Federation. 1993-1994: Director of the Economic Situation Center of the Council of Ministers – Government of the Russian Federation. 1994-1997: First Deputy Minister of Economy of the Russian Federation (ministerial rank). From March 1997 to April 1998: Deputy Prime Minister of the Russian Federation – Minister of Economy of the Russian Federation. From April 1998 to October 1998: Minister of Economy of the Russian Federation. From December 1998: Senior Expert, Directorate for Organizational Support to the Management Board, RAO UES of Russia JSC. From January 2000: Deputy Chairman of the Board of RAO UES of Russia JSC. Head of the Corporate Center of UES of Russia JSC. From July 2008: Head of the Planning Center for Completion of Restructuring of RAO UES of Russia, IDGC Holding OJSC. From November 7, 2008: Deputy Director General of RUSNANO State Corporation. From November 6, 2008: Member of the Executive Board of RUSNANO State Corporation. Since March 24, 2011: Member of the Executive Board of OJSC RUSNANO.
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Appendix G. Main directions of the Company’s development
The strategy of RUSNANO State Corporation till 2020 was approved at the Meeting of RUSNANO State Corporation Supervisory Board on May 29, 2008 (Meeting Minutes #8 of RUSNANO State Corporation Supervisory Board of May 29, 2008). In connection with the reorganization of RUSNANO State Corporation and transfer of rights and obligations to the newly created entity, OJSC RUSNANO, on March 24, 2011, the Board of Directors OJSC RUSNANO (Meeting Minutes #1 of the RUSNANO Board of Directors of March 24, 2011) acknowledged that all decisions taken by the Supervisory Board of RUSNANO State Corporation, including adopted regulations, shall apply to the extent that they do not contradict the current legislation and newly adopted regulations of OJSC RUSNANO. Pursuant to clause 1, para. 48, Section XIII of the Charter of OJSC RUSNANO and the approved Work Plan for the Board of Directors of OJSC RUSNANO for 2012, the Strategy of OJSC RUSNANO is to be developed on the basis of the Strategy of RUSNANO State Corporation till 2020, which includes directions and key performance indicators up to 2015. The Income and Expenditure Plan (budget) for 2011 was approved by the Supervisory Board of the State Corporation «Russian Corporation of Nanotechnologies» (RUSNANO State Corporation) (Minutes #6 of December 27, 2010). The Board of Directors of OJSC RUSNANO approved the Income and Expenditure Plan (budget) of OJSC RUSNANO (Minutes #1 of March 24, 2011). The Business Plan of RUSNANO State Corporation/ OJSC RUSNANO for 2011 was approved by the Order #25 of January 24, 2011. The Federal Law 139-FZ did not provide for approval of long-term and/or medium-term business plans of RUSNANO State Corporation by its Supervisory Board. Pursuant to Section XIII paragraph 22 of the Charter of OJSC RUSNANO, the Board of Directors of the Company approves short- and medium-term financial plans. The Board of Directors of the Company has approved the short-term financial plan for 2012 and medium-term financial plans for 2012-2014 (Minutes #10 of December 13, 2011).
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Appendix H. Structure of the Joint Stock Company
INFORMATION ABOUT ENTITIES WHERE THE COMPANY HOLDS FROM 2 to 20% IN THE EQUITY:
1. Full name of the entity: Mitotech Limited Liability Company Short name of the entity: Mitotekh LLC Location: 119992 Moscow, Leninskie Gory st., 1, building 77, room 21. INN (taxpayer ID): 7727692011 OGRN (principal state registration number): 1097746327051 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 13.6057 Main activities of the entity: research and development in natural sciences and engineering, including medicine, biochemistry, pharmacology, microbiology, etc.; production of basic pharmaceutical products; production of medicines, biologically active additives; production of pharmaceutical goods and materials; production of other pharmaceutical products and medical goods, etc.
2. Full name of the entity: MCLR Limited Liability Company Short name of the entity: MCLR LLC Location: 107031, Moscow, Rozhdestvenskaya st., 5/7, building 2, premise V, room 18 INN (taxpayer ID): 7702746890 OGRN (principal state registration number): 1107746951608 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 17.7 % Main activities of the entity: production of electrical and radio components and vacuum tubes; production of printed circuit boards; production of integrated circuits, microassemblies and micromodules; other activities not prohibited by the law and consistent with the goals of the Company.
3. Full name of the entity: SiTime Corporation Location: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products
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Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 15.53%; Share in common stock of the entity held by the issuer, %: 0%; Main activities of the entity: creation of an engineering company based on SiTime technology platform to design, develop and verify microelectromechanical time synchronization systems (including MEMS silicon sensors and development of CMOS control chips for MEMS systems).
4. Full name of the entity: CROCUS TECHNOLOGY SA Location: France, WTC Grenoble BP1510, 5 place Robert Schuman – 38025 GRENOBLE cedex 1 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 14.32 %; Share in common stock of the entity held by the issuer, %: 0 %; Main activities of the entity: setting up production of magnetic random access memory devices based on 90/65 nm (300 mm) semiconductor technology - introduction of already developed Crocus technology of magnetoresistive memory (TAS MRAM - Magnetoresistive Random Access Memory on the basis of Thermal Assisted Switching).
5. Full name of the entity: Joule Global Holdings B.V. Location: Beursplein 37, 3011AA Rotterdam, the Netherlands Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 6.15%; Share in common stock of the entity held by the issuer, %: 0 % Main activities of the entity: setting up production of biofuel and chemical products
6. Full name of the entity: Monocrystal Holdings N.V. Location: Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 4.9799% Share in common stock of the entity held by the issuer, %: 4.9799% Main activities of the entity: Technology development and expansion of production of sapphire and sapphire wafers for LEDs and other industrial applications.
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7. Full name of the entity: BIND Biosciences, Inc. Location: 64 Sidney Street, Cambridge, MA 02139 USA Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 9.89% Share in common stock of the entity held by the issuer, %: 0% Main activities of the entity: development and introduction to global market of a series of drugs based on a new-generation nano-platform
8. Full name of the entity: Selecta Biosciences, Inc. Location: 480 Arsenal Street, Building One, Watertown, Massachusetts 02472 USA Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 12% Share in common stock of the entity held by the issuer, %: 0% Main activities of the entity: development and introduction to global market of a series of vaccines based on a new-generation nano-platform
INFORMATION ABOUT ENTITIES WHERE THE COMPANY HOLDS FROM 20 to 50% IN THE EQUITY:
1. Full name of the entity: Closed Joint-Stock Company New Instrumental Solutions Short name of the entity: CJSC New Instrumental Solutions Location: Russian Federation, Yaroslavl Region, Rybinsk, Aviatsionnaya st., 1 INN (taxpayer ID): 7610081765 OGRN (principal state registration number): 1087610004327 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.98 Share in common stock of the entity held by the issuer, %: 49.98 Main activities of the entity: Manufacturing of solid carbide tools with multilayer nanostructured coatings; sales of finished products and results of works, trading, purchasing and commercial activity; design and research activity, technical, technical/economic and other assessments, consulting.
2. Full name of the entity: Closed Joint-Stock Company Prepreg – Advanced Composite Materials Short name of the entity: CJSC Prepreg-ACM Location: Russia, 119415, Moscow, Vernadskogo ave., 37, building 2. INN (taxpayer ID): 7729632610
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OGRN (principal state registration number): 1097746268234 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48 Share in common stock of the entity held by the issuer, %: 48 Main activities of the entity: Manufacturing of carbon fiber and glass-fiber prepregs with use of nano-additives; manufacturing of products, components and structures from polymer composites; sales of finished products and results of works; trading, purchasing and commercial activity; design and research activity, technical, technical/economic and other assessments, consulting
3. Full name of the entity: Hevel Limited Liability Company Short name of the entity: Hevel LLC Location: 429950 Russia, Chuvash Republic, Novocheboksarsk, Promyshlennaya st., 101 INN (taxpayer ID): 2124030957 OGRN (principal state registration number): 1092124000616 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Main activity of the company: Manufacturing of solar and photovoltaic modules, industrial gases, wholesale and retail trade of chemical products.
4. Full name of the entity: Closed Joint Stock Company NanoBrahiTek Short name of the entity: CJSC NBT Location: 141980 Russia, Moscow Region, Dubna, Universitetskaya st., 19, office 407 INN (taxpayer ID): 7731630353 OGRN (principal state registration number): 1097746378575 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 35 Share in common stock of the entity held by the issuer, %: 35 Main activity of the company: Manufacturing and sales of radioactive microspheres and microsources for cancer treatment by brachytherapy; manufacturing and sales of medical equipment.
5. Full name of the entity: Closed Joint Stock Company TRACKPORE TECHNOLOGY Holding Company Short name of the entity: CJSC TRACKPORE TECHNOLOGY Location: 141980 Russia, Moscow Region, Dubna, Priborostroiteley st., 3-g,
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building 1 INN (taxpayer ID): 0411050745 OGRN (principal state registration number): 1020400741580 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 47.92 Share in common stock of the entity held by the issuer, %: 47.92 Main activity of the company: development and production of medical equipment and medical products; research and development works; organization of wholesale and retail trading in pharmaceuticals, medical equipment and medical products
6. Full name of the entity: RUSCHEMBIO Limited Liability Company Short name of the entity: RUSCHEMBIO LLC Location: Russia, 117036, Moscow, Dmitriya Ulyanova st., 26 A, building 2 INN (taxpayer ID): 7727695213 OGRN (principal state registration number): 1097746438217 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 47.62 Main activity of the company: purchasing, storage, customs clearance, delivery and sale of chemicals; wholesale and retail trade in chemicals.
7. Full name of the entity: Closed Joint Stock Company Galileo Nanotech Short name of the entity: CJSC Galileo Nanotech Location: Russia,, 141371, Russian Federation, Moscow Region, Sergyev Posad District, Khotkovo, Zavodskaya st., 1 INN (taxpayer ID): 5042107883 OGRN (principal state registration number): 1095042002989 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48.8 Share in common stock of the entity held by the issuer, %: 48.8 Main activity of the company: production of radio frequency identification tags (RFID tags) and metallized packaging materials
8. Full name of the entity: Connector Optics Limited Liability Company Short name of the entity: Connector Optics LLC Location: 194292 Russia, Saint-Petersburg, Domostroitelnaya st., 16-B INN (taxpayer ID): 7840421328 OGRN (principal state registration number): 1097847308074
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Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 45.01 Main activity of the company: manufacturing, marketing and sales of vertical- cavity surface-emitting lasers and semiconductor PIN photodiodes for high speed data transmission; wholesale and retail trade
9. Full name of the entity: Closed Joint Stock Company Uralplastic-N Short name of the entity: CJSC Uralplastic-N Location: Russia, 624000, Sverdlovsk Region, Sysert District, Aramil, Klubnaya st., 25 INN (taxpayer ID): 6652029959 OGRN (principal state registration number): 1096652002072 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48 Share in common stock of the entity held by the issuer, %: 48 Main activity of the company: manufacturing of products from processed plastics; production of plastics, synthetic resins, paints and varnishes
10. Full name of the entity: Closed Joint Stock Company Microbor Nanotech Short name of the entity: CJSC Microbor Nanotech Location: Russia, 115114, Moscow, Kozhevnicheskaya st., 1, building 1, office 507 INN (taxpayer ID): 5022556915 OGRN (principal state registration number): 1095022003636 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Share in common stock of the entity held by the issuer, %: 49 Main activities of the entity: production of synthetic diamonds, abrasive materials and tools made from them; research and development
11. Full name of the entity: SITRONICS-Nano Limited Liability Company Short name of the entity: SITRONICS-Nano LLC Location: Russia, 124460, Moscow, Zelenograd, 1st Zapadny pass, 12, building 1 INN (taxpayer ID): 7735563588 OGRN (principal state registration number): 1097746671890 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity,%: 49.97
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Main activities of the entity: finance leasing; development of chips and other electronic devices; research and development in microelectronics
12. Full name of the entity: Pruzhina Scientific and Production Center Limited Liability Company Short name of the entity: Pruzhina SPC LLC Location: Russia, 426057, Udmurt Republic, Izhevsk, Deryabina ave., 2/55 INN (taxpayer ID): 1832054747 OGRN (principal state registration number): 1071832001801 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.01 Main activities of the entity: production of fasteners and springs; treatment and coating of metals
13. Full name of the entity: Unicom Limited Liability Company Short name of the entity: Unicom LLC Location: Russia, 142000, Moscow Region, Podolsk, Komsomolskaya st., 1 INN (taxpayer ID): 5036100008 OGRN (principal state registration number): 1095074006917 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 35 Main activities of the entity: manufacturing of modifiers for asphalt concrete mixtures
14. Full name of the entity: Closed Joint Stock Company METACLAY Short name of the entity: CJSC METACLAY Location: Russia, 242500, Bryansk Region, Karachev, Karl Marx st., 15 INN (taxpayer ID): 3254506029 OGRN (principal state registration number): 1093254010376 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Share in common stock of the entity held by the issuer, %: 49 Main activities of the entity: production of goods, works and services to meet the needs of the market in the modified layered nanosilicates, masterbatches and polymer nanocomposites
15. Full name of the entity: European X-Ray Free-Electron Laser Facility Short name of the entity: European XFEL GmbH Location: Albert-Einstein-Ring 19, 22761 Hamburg, Germany
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Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 26.244 Share in common stock of the entity held by the issuer, %: 26.244 Main activities of the entity: fundamental research
16. Full name of the entity: Closed Joint Stock Company MANEL Short name of the entity: CJSC MANEL Location: Russia, 634015, Tomsk Region, Tomsk, Tsiolkovskogo st., 19, building 2 INN (taxpayer ID): 7017259678 OGRN (principal state registration number): 1107017006854 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 35.713 Share in common stock of the entity held by the issuer, %: 35.713 Main activities of the entity: manufacturing of MAO-coating formation equipment and rendering services in application of MAO-coatings
17. Full name of the entity: Virial Limited Liability Company Short name of the entity: Virial LLC Location: Russia, 194156, St. Petersburg, Engels ave., 27, building 143a INN (taxpayer ID): 7827000909 OGRN (principal state registration number): 1037857000642 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9 Main activities of the entity: production of wear-resistant parts and components on the basis of ceramic and carbide materials
18. Full name of the entity: Lithium-Ion Technology Limited Liability Company Short name of the entity: Liotech LLC Location: Russia, 630110, Novosibirsk Region, Novosibirsk, B. Khmelnitskogo st., 94 INN (taxpayer ID): 5410030174 OGRN (principal state registration number): 1105410000486 Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9999 Main activities of the entity: production of chemical power sources (accumulators, primary cells and batteries made from them), production of other chemical products
19. Full name of the entity: Closed Joint Stock Company SUN Innovations Short name of the entity: CJSC SUN Innovations
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Location: Russia, 633009, Novosibirsk Region, Berdsk, Zelenaya Roscha st., 7/1 INN (taxpayer ID): 5445260891 OGRN (principal state registration number): 1095445002135 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 25.0003 Share in common stock of the entity held by the issuer, %: 25.0003 Main activities of the entity: production of nano-ink and equipment for high-tech digital printing
20. Full name of the entity: ECM Limited Liability Company Short name of the entity: ECM LLC Location: Russia, 450071, Republic of Bashkortostan, Ufa, 50 let SSSR st., 39 INN (taxpayer ID): 0273073801 OGRN (principal state registration number): 1090280011612 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 30 Main activities of the entity: production of environmentally sound precision electrochemical machines for parts manufacturing from a wide range of metals, alloys, metal ceramics and nanostructured materials; installation, repair and maintenance services for electrochemical machines
21. Full name of the entity: Germanium and Applications Limited Liability Company Short name of the entity: Germanium and Applications LLC Location: Russia, 119270, Moscow, Luzhnetskaya quay, 2/4, building 64 INN (taxpayer ID): 7704601642 OGRN (principal state registration number): 1067746661916 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 31.7453 Main activities of the entity: production of finished metal products; coal mining, beneficiation and agglomeration; rare metal ore mining and beneficiation; manufacturing of basic chemicals
22. Full name of the entity: Closed Joint Stock Company RM Nanotech Short name of the entity: CJSC RM Nanotech Location: Russia, 600016, Russian Federation, Vladimir, Bolshaya Nizhegorodskaya st., 77 INN (taxpayer ID): 3329062260
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OGRN (principal state registration number): 1103340004052 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 43.37 Main activities of the entity: manufacturing of membranes and spiral wound membrane elements
23. Full name of the entity: Optosense Limited Liability Company Short name of the entity: Optosense LLC Location: Russia, 194156, St. Petersburg, Engels Ave, 27-AD INN (taxpayer ID): 7802491892 OGRN (principal state registration number): 1107847010435 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.8 Main activities of the entity: production of instrumentation, semiconductor components and tools, including photosensitive and optoelectronic devices; research and development in the field of precision engineering and instrument making, laser and other advanced technologies and medical equipment
24. Full name of the entity: Hematological Corporation Limited Liability Company Short name of the entity: HemaCore LLC Location: Russia, 125319, Moscow, 4th 8 Marta st., 3 INN (taxpayer ID): 7728731552 OGRN (principal state registration number): 1107746262568 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 39.878048 Main activities of the entity: research and development in medical equipment, consumables and other medical products; manufacturing of medical equipment for diagnostics of blood clotting disorders; engineering tests, research and certification of medical equipment, consumables and other medical products
25. Full name of the entity: Closed Joint Stock Company NikoMag Short name of the entity: CJSC NikoMag Location: Russia, 400097, Russian Federation, Volgograd, 40 let VLKSM st., 57 INN (taxpayer ID): 3448041277 OGRN (principal state registration number): 1073461006068 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products
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Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 25.00015 Share in common stock of the entity held by the issuer, %: 25.00015 Main activities of the entity: production of a flame retardant – nanostructured magnesium hydroxide with modified surface, and value added products – magnesium oxide and magnesium chloride
26. Full name of the entity: DANAFLEX-NANO Limited Liability Company Short name of the entity: DANAFLEX-NANO LLC Location: Russia, 420092, Kazan, Vosstaniya st., 142 INN (taxpayer ID): 1655177480 OGRN (principal state registration number): 1091690029661 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Main activities of the entity: printing, production of plastic goods
27. Full name of the entity: NTPharma Limited Liability Company Short name of the entity: NTPharma LLC Location: 115114, Moscow, Kozhevnicheskaya st., 13, building 1, floor 2, mezzanine, office 1, room 3 INN (taxpayer ID): 7734595668 OGRN (principal state registration number): 5087746428666 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Main activities of the entity: production of medicines and other pharmaceutical products and medical devices
28. Full name of the entity: Closed Joint Stock Company Plackart Short name of the entity: CJSC Plackart Location: Russia,, 614065, Perm Region, Perm District, Khmeli, Kosmonavtov highway, 330a /4 INN (taxpayer ID): 5948038981 OGRN (principal state registration number): 1105948001422 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Share in common stock of the entity held by the issuer, %: 49 Main activities of the entity: comprehensive solutions for applying multifunctional nanostructured protective coatings
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29. Full name of the entity: RMT Limited Liability Company Short name of the entity: RMT LLC Location: Russia, 603950, Nizhny Novgorod, Nartova st., 2 INN (taxpayer ID): 5262256200 OGRN (principal state registration number): 1105262008345 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 32.11 Main activities of the entity: commercial production of thermoelectric microcoolers (TEC), TEC-based systems, TEC control devices, devices for thermoelectric industry and other products
30. Full name of the entity: Closed Joint Stock Company Profotech Short name of the entity: CJSC Profotech Location: 123104 Russia, Moscow, Tverskoy ave, 13, building 1 INN (taxpayer ID): 7703733861 OGRN (principal state registration number): 5107746008805 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 35 Share in common stock of the entity held by the issuer, %: 35 Main activities of the entity: creation of measurement and monitoring systems on the basis of fiber-optic sensors using nanostructured waveguides
31. Full name of the entity: Plastic Logic Holding plc Short name of the entity: Plastic Logic Holding plc Location: Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 43.89 Share in common stock of the entity held by the issuer, %: 43.89 Main activities of the entity: setting up production of electronic reading devices and other products based on polymer (flexible) microelectronics
32. Full name of the entity: Closed Joint-Stock Company Advanced Technologies Center Short name of the entity: CJSC ATC Location: Russia, 119311, Moscow, Stroiteley st., 4, building 5, room 47 INN (taxpayer ID): 7727277720 OGRN (principal state registration number): 1077799020452
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Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 27.59 Share in common stock of the entity held by the issuer, %: 27.59 Main activities of the entity: research and development in natural sciences and engineering
33. Full name of the entity: Closed Joint Stock Company Erbitech Short name of the entity: CJSC Erbitech Location: 357111 Russia, Stavropol Territory, Nevinnomyssk, Priozernaya st., 19 INN (taxpayer ID): 2631800556 OGRN (principal state registration number): 1102651004290 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 40.59 Share in common stock of the entity held by the issuer, %: 40.59 Main activities of the entity: setting up commercial production of blood glucose meters (for invasive blood glucose measurement) with integrated laser device for skin puncturing (scarifier)
34. Full name of the entity: Closed Joint Stock Company Innovative Technopark «Idea» Short name of the entity: CJSC IPT Idea Location: Russia, Republic of Tatarstan, Kazan, Peterburgskaya st., 50 INN (taxpayer ID): 1655059166 OGRN (principal state registration number): 1021602854844 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 46.20 Share in common stock of the entity held by the issuer, %: 46.20 Main activities of the entity: purchasing and leasing of high-tech equipment, providing spaces for implementation of innovative projects, and promoting of new technologies
35. Full name of the entity: Rosana Limited Liability Company Short name of the entity: Rosana LLC Location: 125167 Russia, Moscow, Viktorenko st., 5, building 1 INN (taxpayer ID): 7714811180 OGRN (principal state registration number): 1107746497550 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products
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Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48.979485 Main activities of the entity: industrial exploration and promotion of technologies for production of functional meat proteins (FMP) from raw materials of animal origin; industrial adaptation of FMP nanofiltration technologies for obtaining target bioactive peptide compositions in the form of peptides and free amino acids; manufacturing and promotion of final consumer products with improved biological properties
36. Full name of the entity: Thermoelectric Innovative Technologies Limited Liability Company Short name of the entity: THERMOINTECH LLC Location: 125413 Russia, Moscow, Senezhskaya st., 6A INN (taxpayer ID): 7743772063 OGRN (principal state registration number): 1107746173941 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9 Main activities of the entity: manufacturing of thermoelectric systems for cooling and power generation, including solid-state lasers cooling systems, thermostating systems, thermostated cabinets, thermoelectric generator assemblies with heat power up to 2,000 W for modular system designs 37. Full name of the entity: «Nanotech-Dubna Science and Technology Testing Center» Limited Liability Company Short name of the entity: Nanotech-Dubna STTC LLC Location: 141983 Russia, Moscow Region, Dubna, Programmistov st., 4, building 4 INN (taxpayer ID): 5010036830 OGRN (principal state registration number): 1085010000833 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 Main activities of the entity: manufacturing and testing of colloidal quantum dots for creating optoelectronic, photovoltaic, and photosensitive devices (systems)
38. Full name of the entity: Neutron Technologies Limited Liability Company Short name of the entity: NT LLC Location: 141980 Russia, Moscow Region, Dubna, Akademika Baldina st., 4 INN (taxpayer ID): 5010041397 OGRN (principal state registration number): 1105010001392 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products
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Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 36.95 Main activities of the entity: setting up production of tagged neutron based process equipment for security systems and neutron well logging
39. Full name of the entity: Closed Joint Stock Company Semiconductor Technologies and Equipment Short name of the entity: CJSC SemiTEq Location: 194156 Russia, St. Petersburg, Engels ave., 27, building 5A INN (taxpayer ID): 7802168586 OGRN (principal state registration number): 1027801526906 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 29.999925 Share in common stock of the entity held by the issuer, %: 29.999925 Main activities of the entity: development and production of high-tech ultra-high vacuum equipment for research and development; small-scale production in the sector of nanotechnology and nanoelectronics, semiconductor micro- and optoelectronics
40. Full name of the entity: TMK-INOX Limited Liability Company Short name of the entity: TMK-INOX LLC Location: 623401 Russia, Sverdlovsk Region, Kamensk-Uralsky, Zavodskoy passage, 1 INN (taxpayer ID): 6612031510 OGRN (principal state registration number): 1096612002519 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48.9998 Main activities of the entity: Wholesale, manufacturing of steel pipes and fittings
41. Full name of the entity: BiOptix Diagnostics, Inc. Short name of the entity: BiOptix Diagnostics, Inc. Location: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801 USA Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 29.7379 Share in common stock of the entity held by the issuer, %: 29.7379 Main activities of the entity: Production of label-free bio-detectors and consumable bio-slides for them
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42. Full name of the entity: Closed Joint Stock Company Optogan Short name of the entity: CJSC Optogan Location: 198205 Russia, St. Petersburg, Staro-Panovo, Tallinnskoye highway, 206 INN (taxpayer ID): 7842410988 OGRN (principal state registration number): 1097847178186 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 24.999872 Share in common stock of the entity held by the issuer, %: 24.999872 Main activities of the entity: Production of a new generation of environmentally sound and energy-efficient lighting on the basis of nanotechnology
43. Full name of the entity: ItN Nanovation AG Short name of the entity: ItN Nanovation AG Location: Untertuerkheimer Strasse 25, 66117 Saarbrücken, Germany Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 28.6609 % Share in common stock of the entity held by the issuer, %: 28.6609 % Main activities of the entity: production of protective nanoceramic coatings
44. Full name of the entity: CUTTING EDGE TECHNOLOGIES Limited Liability Company Short name of the entity: CUTTING EDGE TECHNOLOGIES LLC Location: Russian Federation, 197022, St. Petersburg, Aptekarskaya quay, 20-A, room 22-H OGRN (principal state registration number): 1117847240202 INN (taxpayer ID): 7813503927 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48.28% Main activities of the entity: production of cutting wire using the technology of plasma surface modification
45. Full name of the entity: Crocus Nano Electronics Limited Liability Company Short name of the entity: Crocus Nano Electronics LLC Location: Russian Federation, Moscow, 125047, 4th Lesnoy sidestreet, 4, office 534 # 2 INN (taxpayer ID): 7710889933
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OGRN (principal state registration number): 1117746411529 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49 % Main activities of the entity: production of magnetoresistive random access memory (MRAM) in Russia
46. Full name of the entity: AEROLIFE Limited Liability Company Short name of the entity: AEROLIFE LLC Location: Russian Federation, 121019, Moscow, Starovagankovsky sidestreet, 19, building 7 INN (taxpayer ID): 7704786746 OGRN (principal state registration number): 1117746569357 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 45 Main activities of the entity: expanding production of active systems for air treatment and disinfection on the basis of nanocrystal photocatalytic materials
47. Full name of the entity: Closed Joint Stock Company ELVIS-NeoTech Short name of the entity: CJSC ELVIS-NeoTech Location: 124498, Moscow, Zelenograd, 4922nd passage, 4, building 2 INN (taxpayer ID): 7735575047 OGRN (principal state registration number): 1117746057714 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.8 Share in common stock of the entity held by the issuer, %: 49.8 Main activities of the entity: setting up serial production of specialized consumer electronics equipped with computer vision and artificial intelligence systems using fabless-foundry model
48. Full name of the entity: Russian Quartz Limited Liability Company Short name of the entity: Russian Quartz LLC Location: 456870, Chelyabinsk Region, Kyshtym, Kaslinskoye highway, 3 INN (taxpayer ID): 7413015629 OGRN (principal state registration number): 1117413000407 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 48.3864
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Main activities of the entity: technical upgrading of existing high-purity quartz concentrate production facilities to obtain basic materials for nanoelectronics, optics, lighting and chemical industries
49. Full name of the entity: Future Store Limited Liability Company Short name of the entity: Future Store LLC Location: 117535, Moscow, Rossoshansky passage, 3, premise IX, room 74 INN (taxpayer ID): 7726679924 OGRN (principal state registration number): 1117746573328 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 33.33 Main activities of the entity: Development and testing of RFID-based technologies allowing reducing costs of goods movement from producer to final consumer, followed by large-scale RFID deployment in retail
50. Full name of the entity: Closed Joint Stock Company NEVZ-CERAMICS Short name of the entity: NEVZ-CERAMICS CJSC Location: Russian Federation 630049, Novosibirsk Region, Novosibirsk, Krasny ave., 220 INN (taxpayer ID): 5402542732 OGRN (principal state registration number): 1115476112025 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 40 Main activities of the entity: Setting up serial production of structural and functional nanostructured ceramics for industrial customers in the power sector (including nuclear), radio electronics, mechanical engineering, chemical and petrochemical industry; setting up serial production of medical products from biocompatible medical nanoceramics for traumatology and orthopedics
51. Full name of the entity: NESSCAP ENERGY INC. Location: Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street, P.O. Box 84, Toronto, Ontario, M5j 2Z4,Canada Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 20.72 Share in common stock of the entity held by the issuer, %: 20.72 Main activities of the entity: production of ultracapacitors and ultracapacitor- based modules for energy storage
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52. Full name of the entity: IRE-Polus Science and Technology Corporation Limited Liability Company Short name of the entity: IRE-Polus STC LLC Location: Russia, 141190, Moscow Region, Fryazino, Akademika Vvedenskogo sq., 1, building 3 INN (taxpayer ID): 5052002745 OGRN (principal state registration number): 1025007069493 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 22.5 Main activities of the entity: research and development in natural sciences and engineering.
53. Full name of the entity: Panacela Labs, Inc. Location: USA, 73 High Street buffalo, NY 14203 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 24.33 Share in common stock of the entity held by the issuer, %: 24.33 Main activities of the entity: Development and production of anti-cancer drugs based on nanoformulated molecular modulators of cellular stress
54. Full name of the entity: Closed Joint Stock Company Fiber Optic Systems Short name of the entity: CJSC Fiber Optic Systems Location: 430034 Russia, Republic of Mordovia, Saransk, Svetotekhnikov highway, 5 INN (taxpayer ID): 1327005922 OGRN (principal state registration number): 1081327000260 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 47.725 Share in common stock of the entity held by the issuer, %: 47.725 Main activities of the entity: production of optic fibers and fiber light guides
55. Full name of the entity: ESTO-Vacuum Limited Liability Company Short name of the entity: ESTO-Vacuum LLC Location: Russian Federation, 124460, Moscow, Zelenograd, 4806th passage, 4, building 1 INN (taxpayer ID): 7735123298 OGRN (principal state registration number): 1037735014382
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Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.99 Main activities of the entity: development and production of advanced automated vacuum systems
56. Full name of the entity: BURRILL CAPITAL FUND IV, L.P.3 Short name of the entity: BURRILL CAPITAL FUND IV, L.P. Location: USA, 615, South DuPont Highway, Dover, Delaware 19901 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 50 Main activities of the entity: The main and only activity is investing in high-tech companies working in the field of life sciences (specialized venture capital investment fund).
57. Full name of the entity: PET-Technology Limited Liability Company Short name of the entity: PET-Technology LLC Location: 125009, Moscow, Tverskaya st., 12, building 9 INN (taxpayer ID): 7710899610 OGRN (principal state registration number): 1117746850870 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 50 Main activities of the entity: research and development in natural sciences and engineering (including services related to research and development in medicine and pharmacology ); production of pharmaceutical products; production of food enzymes, inorganic chemicals, organic chemicals, other chemical products
58. Full name of the entity: VLADPOLYTEX Limited Liability Company Short name of the entity: VLADPOLYTEX LLC Location: 601351, Vladimir Region, Sudogda, Kommunisticheskaya st., 1 INN (taxpayer ID): 3324122974 OGRN (principal state registration number): 1103337000392 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.775
3BURRILL CAPITAL FUND IV, L.P. is included in this section of the Annual Report for reference. Until final formation of the fund contributions of the Issuer to BURRILL CAPITAL FUND IV, LP constitute the advance payment under the obligation to contribute 50% of the total amount of investments to the fund.
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Main activities of the entity: production of non-flammable insulating mats, non- flammable PET fibers
59. Full name of the entity: Closed Joint Stock Company Nanocoatings-Atom Short name of the entity: Nanocoatings-Atom CJSC Location: 123098, Moscow, Rogova st., 5a INN (taxpayer ID): 7734667104 OGRN (principal state registration number): 1117746872638 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 39 Share in common stock of the entity held by the issuer, %: 39 Main activities of the entity: research and development in natural sciences and engineering
60. Full name of the entity: «Research and Production Company NANOELECTRO» Limited Liability Company Short name of the entity: RPC NANOELECTRO LLC Location: Russian Federation 123098, Moscow, Rogova st., 5a INN (taxpayer ID): 7734653790 OGRN (principal state registration number): 1117746228258 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 34.626 Main activities of the entity: Research and development in natural sciences and engineering; research and development in innovative inorganic nanostructured composite materials; research and development in technology of metals and composite materials; research and development in production processes for metallurgy and metalworking
61. Full name of the entity: RST-Invent Limited Liability Company Short name of the entity: RST-Invent LLC Location: 194100, Russian Federation, St. Petersburg, Bolshoy Sampsoniyevy ave., 68-N, room 5-N INN (taxpayer ID): 7802720077 OGRN (principal state registration number): 1107847227949 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9965 Share in common stock of the entity held by the issuer, %: 49.9965
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Main activities of the entity: Production and sales of electrical products, including electrical and electronic equipment, and telecommunications equipment
62. Full name of the entity: Galen Limited Liability Company Short name of the entity: Galen LLC Location: Russian Federation, Chuvash Republic, Cheboksary, Kombinatskaya st., 4 INN (taxpayer ID): 2127318197 OGRN (principal state registration number): 1022100979780 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 40.06 Main activities of the entity: production of advanced composite materials on the basis of basalt plastics by pultrusion, research and development in natural sciences and engineering
63. Full name of the entity: SinBio Limited Liability Company Short name of the entity: SinBio LLC Location: 119333, Moscow, Leninsky ave., 55/1, building2 INN (taxpayer ID): 7736627682 OGRN (principal state registration number): 1117746126321 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 41.37 Share in common stock of the entity held by the issuer, %: 41.37 Main activities of the entity: research and development in natural sciences and engineering; production of pharmaceutical products; agent’s activity in wholesale trade of pharmaceutical and medical goods; wholesale trade of pharmaceutical and medical goods
64. Full name of the entity: ICM Glass Kaluga Limited Liability Company Short name of the entity: ICM Glass Kaluga LLC Location: 119435, Russian Federation, Moscow, Savvinskaya quay, 15 INN (taxpayer ID): 7704796649 OGRN (principal state registration number): 1117746974949 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9 Main activities of the entity: nanotechnology based waste glass processing and sales of foam glass products: foam glass gravel, slabs and chips; bringing to the market a new building material, which is manufactured using the technology of
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nanostructured surface modification of dispersed glass and has a number of significant advantages over competitor materials allowing significant improvement of energy efficiency and functional quality of buildings
65. Full name of the entity: ICM Glass Limited Liability Company Short name of the entity: ICM Glass LLC Location: 119435, Russian Federation, Moscow, Savvinskaya quay, 15 INN (taxpayer ID): 7704796631 OGRN (principal state registration number): 1117746974839 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9 Main activities of the entity: upgrading and expansion of foam-glass materials production; providing engineering and consulting services for start-up and subsequent maintenance of standard plants that use nanotechnology based waste glass processing in their production, both in Russia and abroad; bringing to the market a new building material, which is manufactured using the technology of nanostructured surface modification of dispersed glass and has a number of significant advantages over competitor materials allowing significant improvement of energy efficiency and functional quality of buildings
66. Full name of the entity: Yermakovskaya Mining and Metallurgical Company Limited Liability Company Short name of the entity: YMMC LLC Location: Republic of Buryatia, Kizhinginsky District, Novokizhinginsk, Microdistrict, 39 INN (taxpayer ID): 0310009719 OGRN (principal state registration number): 1110327015358 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 49.9 Main activities of the entity: Management of financial industrial groups and holding companies
67. Full name of the entity: NANOLEK HOLDING LIMITED Short name of the entity: NANOLEK HOLDING LIMITED Location: 118 Agias Fylaxeos street, Christabe House, 3087 Limassol, Cyprus Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 39.241457 Share in common stock of the entity held by the issuer, %: 39.241457
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Main activities of the entity: Investment operations
68. Full name of the entity: Closed Joint Stock Company Novomet-Perm Short name of the entity: CJSC Novomet-Perm Location: 614065, Perm Region, Perm, Kosmonavtov highway, 395 INN (taxpayer ID): 5904002096 OGRN (principal state registration number): 1025901207970 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 20.13 Share in common stock of the entity held by the issuer, %: 20.13 Main activities of the entity: production and sales of producer goods
69. Full name of the entity: Advenira Enterprises, Inc. Short name of the entity: Advenira Enterprises, Inc. Location: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, DE 19801 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 25.3 Share in common stock of the entity held by the issuer, %: 25.3 Main activities of the entity: production of specialized equipment (roller type, hybrid and vertically-crawling) for application of nanocomposite coatings using the Solution Derived Nanocomposite (SDN) technology on large area flat products and complex shape products, rigid or flexible substrates; production of chemicals (precursors) for applying coating with use of such equipment
INFORMATION ABOUT ENTITIES WHERE THE COMPANY HOLDS FROM 50% + 1 SHARE TO 100% IN THE EQUITY
1. Full name of the entity: Rusnano Capital AG Short name of the entity: Rusnano Capital AG Location: Switzerland, Zurich, c/o Interhold Ag, Othmarstrasse, 8, 8008 Purpose of participation: management of the international nanotechnologies fund Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 10 Main activities of the entity: purchasing, management and sales of participation shares in any types of companies in Switzerland and other countries
2. Full name of the entity: Aspherica B.V. Short name of the entity: Aspherica B.V. Location: Burgemeester de Manlaan 2, 4837 BN Breda, the Netherlands
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Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 100 Main activities of the entity: Research in production of aspheric optical elements using the developed technologies and equipment
3. Full name of the entity: RUSNANO Metrological Center Limited Liability Company Short name of the entity: RUSNANO MC LLC Location: Russia, 117036 Moscow, 60-letiya Oktyabrya ave., 10A INN (taxpayer ID): 7728729289 OGRN (principal state registration number): 1107746199868 Purpose of participation: promoting the development of metrology and standardization in nanoindustry Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 99.99 Main activities of the entity: standardization and metrology related activities
4. Full name of the entity: Open Joint Stock Company RUSNANO Information Technology Company Short name of the entity: Rusnano-Inform OJSC Location: Russia, 117036, Russian Federation, Moscow, 60-letiya Oktyabrya ave., 10A INN (taxpayer ID): 7728729296 OGRN (principal state registration number): 1107746199880 Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 99.99875 Share in common stock of the entity held by the issuer, %: 99.99875 Main activities of the entity: hardware consulting services; software development; creating and operating databases and information resources
5. Full name of the entity: Fonds Rusnano Capital S.A. Short name of the entity: Fonds Rusnano Capital S.A. Location: 6, Rue Jean Engling L-1466, Luxembourg Purpose of participation: implementation of foreign investment projects for manufacturing of nanotechnological products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 99.9774 Share in common stock of the entity held by the issuer, %: 99.9774 Main activities of the entity: any forms of holding activities in respect of Luxembourg and foreign companies; investments in any form; securities transfer by sale, exchange, or otherwise;
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portfolio management, control and development
6. Full name of the entity: Technology Transfer Center Limited Liability Company Short name of the entity: TTC LLC Location: Russia, 420107, Republic of Tatarstan, Kazan, Peterburgskaya st., 50 INN (taxpayer ID): 1655202377 OGRN (principal state registration number): 1101690060450 Purpose of participation: infrastructure projects implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 74.5236 Main activities of the entity: facilitating creation of innovative infrastructure and commercialization of research and development through provision of support and services to small innovative enterprises (equipment lease, certification, licensing, information support, etc.)
7. Full name of the entity: SIGMA. Tomsk Limited Liability Company Short name of the entity: SIGMA Tomsk LLC Location 634055 Russia, Tomsk Region, Tomsk, Razvitya ave., 3 INN (taxpayer ID): 7017249479 OGRN (principal state registration number): 1097017018537 Purpose of participation: infrastructure projects implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 90 Main activities of the entity: implementing nanotechnology-related projects in the following fields: new materials, electronics and IT, instrument engineering, biotechnologies and pharmacology
8. Full name of the entity: SIGMA. Novosibirsk Limited Liability Company Short name of the entity: SIGMA Novosibirsk LLC Location: 630090 Russia, Novosibirsk Region, Novosibirsk, Inzhenernaya st., 20 INN (taxpayer ID): 5408280603 OGRN (principal state registration number): 1105476022090 Purpose of participation: infrastructure projects implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 90 Main activities of the entity: implementing nanotechnology-related projects in the following fields: new materials, electronics and IT, instrument engineering, biotechnologies and pharmacology
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9. Full name of the entity: SIGMA. Innovations Limited Liability Company Short name of the entity: SIGMA Innovations LLC Location: 129090 Russia, Moscow, Mira ave., 6 INN (taxpayer ID): 7707719730 OGRN (principal state registration number): 1107746085622 Purpose of participation: infrastructure projects implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 75 Main activities of the entity: participation in creation and development of venture capital companies, business-development of innovative projects and organization of their funding; implementing nanotechnology-related projects in the following fields: new materials, electronics and IT, instrument engineering, biotechnologies and pharmacology
10. Full name of the entity: SHERIGO RESOURCES LIMITED Location: British Virgin Islands, Tortola (VG 1110), Road Town, Waterfront Drive, 19, P.O. Box 3540 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 78.947855 Share in common stock of the entity held by the issuer, %: 78.947855 Main activities of the entity: holding shares of INSQU PRODUCTION LIMITED - RUSNANO indirectly owns the company, through which the issuer performs an investment project that involves the use of nanotechnologies in manufacturing of nanoindustry products and focuses on creation of the first Russian large-scale complex producing polycrystalline silicon
11. Full name of the entity: LED Microsensor NT Limited Liability Company Short name of the entity: LED Microsensor NT LLC Location: 194021, Russian Federation, St.Petersburg, Politekhnicheskaya st., 26 INN (taxpayer ID): 7802770014 OGRN (principal state registration number): 1117847495864 Purpose of participation: investment project implementation for manufacturing of nanotechnology-based products Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 50.82 Main activities of the entity: development and organization of serial production of semiconductor components and electronic equipment; Composition of the Board of Directors (Supervisory Board)
12. Full name of the entity: RUSNANO ISRAEL LTD
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Short name of the entity: RUSNANO ISRAEL LTD Location: Aba Hilel 16, Ramat Gan 52506, Israel Purpose of participation: joint implementation of RUSNANO projects in Israel Form of participation: participation in the charter capital, share of the Company in the charter capital of the entity, %: 74.9999 Share in common stock of the entity held by the issuer, %: 74.9999 Main activities of the entity: Investment projects pursuit in Israel for joint implementation with RUSNANO
Information on revenues and profits of the entities, in which the Company participates4 Line Legal entity Revenue Net profit no. (Thousand (Thousand RUR) RUR) INFORMATION ABOUT ENTITIES WHERE THE COMPANY HOLDS FROM 2 to 20% IN THE EQUITY 1 Mitotekh LLC 0 -26,373 2 MCLR LLC 0 0 3 SiTime Corporation5 504,030 -339,420 4 Monocrystal Holdings N.V.6 3,857,322 1,145,927 5 BIND Biosciences, Inc.7 0 -3,915 6 Selecta Biosciences, Inc.8 0 1,153 INFORMATION ABOUT ENTITIES WHERE THE COMPANY HOLDS FROM 20 to 50% IN THE EQUITY 1 CJSC New Instrumental Solutions 106908 -1700 2 CJSC Prepreg-ACM 100014 -279490 3 Hevel LLC 7748 20807 4 CJSC NBT 353893 35087 5 CJSC TRACKPORE TECHNOLOGY 90553 -421714 6 RUSCHEMBIO LLC 403316 36439 7 CJSC Galileo Nanotech 173548 -140475 8 Connector Optics LLC 785 -33740 9 CJSC Uralplastic-N 1302453 -86838 10 CJSC Microbor Nanotech 6800 -146601 11 SITRONICS-Nano LLC 583619 -92964 12 Pruzhina SPC LLC 17203 -92257 13 Unicom LLC 526117 29800 14 CJSC METACLAY 234539 -111196
4 Revenue and net profit data do not include consolidated statements of subsidiaries, in which the entities have equity interest (unless otherwise specified). 5 Calculated using the exchange rate 1 USD = 30 RUR. 6 for Russian subsidiary CJSC Monocrystal 7 for Russian subsidiary BIND RUS LLC 8 for Russian subsidiary Selecta RUS LLC
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15 CJSC MANEL 7992 -18585 16 Virial LLC 693648 50985 17 Liotech LLC 364 -393265 18 CJSC SUN Innovations 57510 4428 19 ECM LLC 28031 -60386 20 Germanium and Applications LLC 159192 -13933 21 CJSC RM Nanotech 117 4984 22 Optosense LLC 3617 -33294 23 HemaCore LLC 2544 -41027 24 CJSC NikoMag 140194 23412 25 DANAFLEX-NANO LLC 1275297 -57281 26 NTPharma LLC 0 -49506 27 CJSC Plackart 201105 -31474 28 RMT LLC 43083 -22242 29 Profotech CJSC 5447 -58887 30 Plastic Logic Holding plc9 11464 -122793 31 CJSC ATC 33679 297 32 CJSC Erbitech 6200 -14535 33 CJSC IPT Idea 92224 19473 34 Rosana LLC 0 13315 35 THERMOINTECH LLC 0 7292 36 Nanotech-Dubna STTC LLC 740 -19366 37 NT LLC 377442 80764 38 CJSC SemiTEq 120118 -77 39 TMK-INOX LLC 3097659 22825 40 BiOptix Diagnostics, Inc.10 0 -3214 41 CJSC Optogan 524767 -1929278 42 CUTTING EDGE TECHNOLOGIES LLC 67797 -34882 43 Crocus Nano Electronics LLC 0 6146 44 AEROLIFE LLC 7490 1410 45 CJSC ELVIS-NeoTech 0 -9438 46 Russian Quartz LLC 0 -2223 47 Future Store LLC 0 -13933 48 CJSC NEVZ-CERAMICS 36699 -21707 49 STC IRE-Polus LLC 2433077 509940 50 Panacela Labs, Inc.11 0 -2531 51 CJSC Fiber Optic Systems 95 4 52 ESTO-Vacuum LLC 108116 3192 53 PET-Technology LLC12 - -
9 for Russian subsidiary 10 for Russian subsidiary Bioptix Nanoprom LLC 11 for Russian subsidiary Panacela LLC 12 The entity was established in Q4 2011, statements for 2011 are not submitted.
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54 VLADPOLYTEX LLC 0 0 55 RPC NANOELECTRO LLC 29864 1943 56 RST-Invent LLC 28514 -7338 57 Galen LLC 64286 2529 58 SinBio LLC 96000 -207531 59 ICM Glass Kaluga LLC 0 -2795 60 ICM Glass LLC 0 -136 61 YMMC LLC13 - - 62 NANOLEK HOLDING LIMITED14 0 725 63 CJSC Novomet-Perm 6716953 588885 INFORMATION ABOUT ENTITIES WHERE THE COMPANY HOLDS FROM 50% + 1 SHARE TO 100% IN THE EQUITY 1 TTC LLC 11228 -22421 2 SIGMA Tomsk LLC 4481 -2315 3 SIGMA Novosibirsk LLC 5582 -693 4 SIGMA Innovations LLC 23998 -36086 5 SHERIGO RESOURCES LIMITED 0 0 6 LED Microsensor NT LLC15 - -
Information on participation of OJSC RUSNANO in non-profit organizations as at December 31, 2011
1. All rights and obligations of the founder of the Fund for Infrastructure and Educational Programs have been transferred to OJSC RUSNANO. The goals of the Fund for Infrastructure and Educational Programs consist in facilitating the development of modern innovation infrastructure in the field of nanotechnology in the Russian Federation, creating machinery and tools for realizing the potential of nanoindustry, and supporting the development of modern human resources in the Russian nanoindustry, including educational programs. In accordance with the Decision no.33-p of the Government of the Russian Federation as of January 18, 2011, on January 28, 2011 OJSC RUSNANO made a monetary contribution to the Fund for Infrastructure and Educational Programs in the amount of 10,956,000,000.00 RUR. 2. All rights and obligations of the founder of the Polytechnic Museum Development Foundation have been transferred to OJSC RUSNANO. The Polytechnic Museum Development Foundation was created for the development and support of the Polytechnic Museum as a major museum of science and technology, international-level education and innovation center, and both historical and modern attraction of Moscow.
13 The entity was established in Q4 2011, statements for 2011 are not submitted. 14 Russian subsiriary Nanolek LLC. 15 The entity was established in Q4 2011, statements for 2011 are not submitted.
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3. All rights and obligations of the founder of Rusnanotech Forum Fund for the Promotion of Nanotechnology Development have been transferred to OJSC RUSNANO. The Rusnanotech Forum Fund for the Promotion of Nanotechnology Development was created with the purpose to promote nanotechnology, to create conditions for popularization of achievements in innovative branches of science and industry, to support RUSNANO and other organizations and individuals in creating, developing and maintaining the global platform for sharing experiences, facilitating cooperation, and transfer of technologies in innovative industries, including nanotechnology. 4. All rights and obligations of the founder of the non-profit partnership «RUSNANO-RAS Technology Transfer Center» have been transferred to OJSC RUSNANO. The non-profit partnership «RUSNANO-RAS Technology Transfer Center» was established with the purpose to assist the members of the partnership in organizing transfer of intellectual property to be used in production of goods and services, and to promote practical application (implementation) of the results of intellectual activity of the agencies of the Russian Academy of Sciences. 5. All rights and obligations of the founder of the Development Foundation of the Center of Research and Commercializing of New Technologies have been transferred to OJSC RUSNANO. The main purpose of the Fund is to achieve socially beneficial results in development of innovations through implementation of the project for creation and operation of a territorially separate complex to facilitate innovative research and develop and commercialize the results of such research.
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Information about agreements on sales and purchase of stakes, shares, equity interests in other entities concluded in the period from March 11 to December 31, 2011
Number of Agreement Date of shares / Payment No. Name of the other Party Subject of Agreement Price Reg. No. Agreement percent of currency participation 1 no number 30.12.2011 RUSNANO Metrological Center LLC shares in Rusnano USA Inc 7,499 RUR 2,930,084.27 Fund for Infrastructure and Educational 2 no number 21.12.2011 shares in IPT Idea CJSC 1 RUR 800,000.00 Programs (Buyer) shares in Novomet Oil Callhoz Investments Limited, Russia Partners III, 3 no number 15.11.2011 Services Holding Limited 1 EUR 1.00 L.P., Le Trepied Limited, individuals Series В shares in Advenira Advenira Enterprises, Inc., list of Investors as 4 no number 19.12.2011 Enterprises Inc. – Series A 19,905,214 USD 21,000,000.78 per Appendix to the Agreement preferred shares 5 1-РН 06.12.2011 Motor-Invest LLC shares in Ruspolymet OJSC 1 RUR 1.00 share in the charter capital of 6 1 29.11.2011 individual 52 RUR 6,000.00 NanoDerm-Profi LLC shares in CJSC Novomet- 7 no number 15.11.2011 CJSC Novomet-Perm 252 RUR 2,460,937,500.00 Perm shares in CJSC International Fund for Infrastructure and Educational 8 no number 08.11.2011 Innovative Nanotechnology 1,562 RUR 15,620,000.00 Programs (Buyer) Center USD (payment in RUR using exchange rate shares in SHERIGO 9 no number 06.10.2011 RUSNANO Metrological Center LLC 16,000 of the Bank of 48,116.67 RESOURCES LIMITED Russia at the date of payment) shares in NESSCAP 10 no number 29.09.2011 NESSCAP ENERGY INC. 50,995,000 USD 19,000,000.00 ENERGY INC. shares in PLASTIC LOGIC 11 no number 29.09.2011 PLASTIC LOGIC HOLDING PLC 186,527,009 RUR 2,478,648,000.00 HOLDING PLC
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shares in CJSC Fiber Optic 12 no number 15.09.2011 CJSC Fiber Optic Systems 185,000 RUR 1,295,000,000.00 Systems
Kurt Petersen, Aaron Partridge, Markus Lutz, Agreement on the right of Robert Bosch GmbH, SiTime Corporation; first refusal and tag- holders of Series A Preferred Stock, Series B 13 no number 29.04.2011 along/drag-along rights , Preferred Stock, Series C Preferred Stock, regarding shares of SiTime Series D Preferred Stock, Series E Preferred Corporation Stock
SiTime Corporation, Robert Bosh GmbH, Jian Huang, Jafco Technology Partners, New Enterprise Associates 11 Limited Partnership, Series E Preferred Stock of 14 no number 29.04.2011 Greylock XI Limited Partnership, Greylock XI-A 26,037,673 USD 14,992,908.72 SiTime Corporation Limited Partnership, Greylock XI Principals LLC, Technology Ventures II Venture Capital, CID, Grazia Company for Comprehensive Study of Quartz, shares in OJSC Kyshtym 15 01 09.08.2011 Enrichment Technology, and Product Markets 1 RUR 10,000.00 Mining and Processing Plant LLC 16 16-06/11 16.06.2011 Ural Industrial - Ural Polar Corporation OJSC shares in Polar Quartz OJSC 1 RUR 1,000.00
RUR (payment shares in ELVIS-NeoTech 17 no number 25.05.2011 Senesys Incorporated 498 in USD, rate 30 49,800.00 CJSC RUR/USD)
18 no number 01.04.2011 Nanostart AG shares in Nanostart AG 3,150,927 EUR 15,776,006.53 19 no number 24.03.2011 CJSC Optogan shares in CJSC Optogan 220,433 RUR 506,995,900.00 Series B Preferred Stock of 20 no number 15.03.2011 BIOPTIX DIAGNOSTICS, INC. BIOPTIX DIAGNOSTICS, 3,614,457 USD 4,499,998.97 INC.
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Appendix I. Large Transactions of the Company during 2011, Including Transactions Acknowledged as Large Transactions in Conformance with the Federal Law On Joint Stock Companies and Other Transactions That, in Accordance with the Charter of the Company, Require Approval as Large Transactions: the Principal Conditions for Each and the Management Body Approving the Transaction
The Company did not conclude major transactions in 2011.
Annual Report RUSNANO 2011 102
Appendix J. Related-Party Transactions of the Company during 2011, Including Transactions Acknowledged as Related-Party Transactions in Conformance with the Federal Law On Joint Stock Companies: the Related Party(Parties) for Each Principal Conditions, and the Management Body Approving the Transaction
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document 1 Investment agreement concerning the project ID 782: determining OJSC RUSNANO and 450,000,000 RUR 05.08.2011 Member of RUSNANO Board of (a) conditions and procedure of Project financing and OJSC A.A. Bochvar RUSNANO Board Directors Meeting implementation by the parties; (b) rights, obligations and liability of High-technology of Directors S.V. Minutes #1 of March parties involved in Project implementation and providing monetary Research Institute of Kirienko 28, 2011 funds or other assets to OJSC RUSNANO and VNIINM for the Inorganic Materials purposes of Project implementation; (c) procedure for execution of (OGRN 5087746697198) such rights and performance of such obligations; (d) procedure for (hereinafter - transfer of shares in the charter capital of the limited liability «VNIINM») company founded by VNIINM for Project implementation (hereinafter - the «Project Company»), (e) key principles of control over investment funds use by the Project Company 2 Agreement on execution of rights of the Project Company OJSC RUSNANO and RUSNANO does not dispose of 23.12.2011 Member of RUSNANO Board of participants under the project ID 782: obligations of the parties (a) to VNIINM and does not purchase any assets RUSNANO Board Directors Meeting exercise the rights provided by the owned (purchased) stakes in the under this transaction of Directors S.V. Minutes #1 of March charter capital of the Project Company in a certain way and (or) Kirienko 28, 2011 refrain from their exercising; (b) to sell or otherwise dispose of the stakes in the charter capital of the Project Company owned by the parties in compliance with the Agreement; (c) cooperate in performance of other actions related to managing the Project Company and activities thereof and stipulated in the Agreement 3 Loan Agreement under the project ID 775: providing a monetary Borrower – SITRONICS- Max. 2,365,500,000 (two billion 03.05.2011 Member of RUSNANO Board of loan not exceeding in total 1,800,000,000 (one billion eight hundred Nano LLC, OGRN three hundred and sixty-five RUSNANO Directors Meeting million) RUR. 1097746671890 million five hundred thousand), Executive Board Minutes #1 of March (hereinafter – the «Project including the amount of interest on A.B. Malyshev 28, 2011 company»); the loan in the amount of 13 Member of Decree of the Federal Lender – OJSC (thirteen) percent per annum, RUSNANO Agency for State RUSNANO calculated and paid by the Executive Board Property Management Borrower on a monthly basis O.V.Kiselev no. 2146-p of within 29 (twenty nine) months. September 29, 2011 4 Movable Property Pledge Agreement under the project ID 775: Pledger – the Project RUSNANO does not dispose of 03.05.2011 Member of RUSNANO Board of pledge of equipment purchased by the Project Company under the company; and does not purchase any assets RUSNANO Directors Meeting Project as collateral. Pledge holder – OJSC under this transaction. Collateral Executive Board Minutes #1 of March
Annual Report RUSNANO 2011 103
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document RUSNANO evaluation: at cost of equipment A.B. Malyshev 28, 2011 acquisition from the supplier, Member of Decree of the Federal excluding transportation, start-up RUSNANO Agency for State and other costs, with discount Executive Board Property Management depending on liquidity of the O.V.Kiselev no. 2146-p of collateral. September 29, 2011 5 Contract of guarantee to secure the performance of obligations of the Guarantor – SITRONICS RUSNANO does not dispose of 03.05.2011 Member of RUSNANO Board of Project Company to OJSC RUSNANO under the Loan Agreement OJSC (OGRN and does not purchase any assets RUSNANO Directors Meeting within the project ID 775: The Guarantor shall be fully, jointly and 1027735010511); under this transaction. Executive Board Minutes #1 of March severally liable to the Lender for performance by the Project Lender – OJSC A.B. Malyshev 28, 2011 Company of obligations under the Loan Agreement. RUSNANO Member of Decree of the Federal RUSNANO Agency for State Executive Board Property Management O.V.Kiselev no. 2146-p of September 29, 2011 6 Contract of guarantee to secure the performance of obligations of the Guarantor - Molecular RUSNANO does not dispose of 30.06.2011 Member of RUSNANO Board of Project Company to OJSC RUSNANO under the Loan Agreement Electronics Research and does not purchase any assets RUSNANO Directors Meeting within the project ID 775: The Guarantor shall be fully, jointly and Institute and Mikron Plant under this transaction. Executive Board Minutes #1 of March severally liable to the Lender for performance by the Project OJSC (OGRN A.B. Malyshev 28, 2011 Company of obligations under the Loan Agreement. 1027700073466); Member of Decree of the Federal Lender – OJSC RUSNANO Agency for State RUSNANO Executive Board Property Management O.V.Kiselev no. 2146-p of September 29, 2011 7 Investment Agreement under the project ID 1707: determining (a) OJSC RUSNANO, JSC 785,000,000 RUR 02.11.2011 Member of RUSNANO Board of conditions and procedure of Project financing and implementation by Novosibirsk Chemical RUSNANO Board Directors Meeting the parties to the transaction; (b) rights, obligations and liability of Concentrates Plant of Directors S.V. Minutes #4 of June parties involved in Project implementation and providing monetary (OGRN 1025403903722) Kirienko 23, 2011 funds or other assets to OJSC RUSNANO, NCCP and TVEL for the (hereinafter - «NCCP»), purposes of Project implementation; (c) procedure for execution of TVEL-Leasing CJSC such rights and performance of such obligations; (OGRN 1047796861793) key principles of control over investment funds use by the Project (hereinafter – TVEL) and Company the limited liability company that will be established for the purposes of Project implementation (hereinafter – the «Project Company») 8 Agreement on execution of rights of the Project Company OJSC RUSNANO, RUSNANO does not dispose of 02.11.2011 Member of RUSNANO Board of Annual Report RUSNANO 2011 104
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document participants concluded before acquirement by RUSNANO of a stake NCCP and TVEL and does not purchase any assets RUSNANO Board Directors Meeting in the charter capital of the Project Company under the project ID under this transaction. of Directors S.V. Minutes #4 of June 1707: obligations of the parties (a) to exercise the rights provided by Kirienko 23, 2011 the owned (purchased) stakes in the charter capital of the Project Company and (or) refrain from their exercising; (b) to sell or otherwise dispose of the stakes in the charter capital of the Project Company, owned by the parties, in compliance with the Agreement; (c) cooperate in performance of other actions related to managing the Project Company and activities thereof and stipulated in the Agreement 9 Agreement of pledge of the stake in charter capital of the Project OJSC RUSNANO RUSNANO does not dispose of 02.11.2011 Member of RUSNANO Board of Company concluded before acquirement by RUSNANO of a stake in (pledge holder) and and does not purchase any assets Collateral RUSNANO Board Directors Meeting the charter capital of the Project Company under the project ID NCCP (pledger). under this transaction. Collateral value of Directors S.V. Minutes #4 of June 1707: 100 (one hundred) percent of the equity stake in the Project evaluation: 100 (one hundred) 1,000,000 Kirienko 23, 2011 Company owned by NCCP at any time (hereinafter – «Stake 1»). percent of the par value of Stake 1 RUR on the date of the Pledge Agreement (during the term of the Pledge Agreement the collateral value may vary due to changes in the size of the charter capital of the Project Company, but in any case, the value will be equal to 100 (one hundred) percent of the par value of Stake 1 at that moment), the maximum par value of the Stake will not exceed 135,374,580 RUR. 10 Investment agreement concerning the project ID 1050: OJSC RUSNANO, GPB RUSNANO does not dispose of 21.07.2011 Member of RUSNANO Board of - determining (a) conditions and procedure of Project financing and – High Technologies and does not purchase any assets RUSNANO Directors Meeting implementation by the parties; (b) rights, obligations and liability of LLC, state-owned under this transaction. Executive Board Minutes #4 of June the parties involved in Project implementation and providing enterprise of the Republic A.B. Malyshev 23, 2011 monetary funds or other assets for the purposes of Project of Mordovia, «Directorate implementation on the base of Fiber Optic Systems CJSC; for Implementing the - key principles of control over investment funds use by Fiber Optic Republican Target Systems CJSC Development Program of the Republic of Mordovia», Republican Fund to Support Social and Economic Programs «Sozidanie» and CJSC Fiber Optic Systems Annual Report RUSNANO 2011 105
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document 11 Subscription Agreement under the project ID 1050: Fiber Optic RUSNANO (buyer), 1,295,000,000 RUR 15.09.2011 Member of RUSNANO Board of Systems CJSC undertakes offer to RUSNANO, and RUSNANO CJSC Fiber Optic RUSNANO Directors Meeting undertakes to accept and pay 185,000 (One hundred and eighty five Systems (seller) Executive Board Minutes #4 of June thousand) ordinary registered uncertified shares from the additional A.B. Malyshev 23, 2011
issue of Fiber Optic Systems CJSC (hereinafter – the «Shares»), par value 7,000 (Seven thousand) RUR, at a price of 7,000 (Seven thousand) RUR per share. 12 Agreement on investment and execution of rights of the Project OJSC RUSNANO; 12,000,000 RUR 28.10.2011 Member of RUSNANO Board of Company participants under the project ID 1071: determining Russian Venture RUSNANO Board Directors Meeting conditions and procedure of Project financing and implementation by Company Seed Fund, of Directors I.R. Minutes #4 of June the parties to the transaction; Ltd., a legal entity Agamirzyan 23, 2011 - rights, obligations and liability of the parties involved in Project organized and operating implementation and provision of monetary funds or other assets for under the laws of the the purposes of Project implementation by the Applicant, Co- Russian Federation, Investor, Individual 1, Individual 2 and Individual 3; located at: 119992, - procedure for execution of such rights and performance of such Moscow, Leninskie Gory obligations; st., premises 1, building - obligations of the parties to exercise the rights provided by their 75b, OGRN owned (purchased) stakes in the charter capital of the Project 1097746738143 Company and (or) refrain from their exercising; (hereinafter – the «Co- - obligations of the parties to sell or otherwise dispose of the stakes Investor»); in the charter capital of the Project Company, owned by the parties, Aleksandr Nikolayevich in compliance with the Agreement on Investment and Execution of Zimnitsky, citizen of the the Rights of Participants; Russian Federation, - right of RUSNANO to sell its equity stake in the Project Company (hereinafter – the upon expiration of a certain period (term put option): RUSNANO «Applicant»); shall have the right to demand to buy all of its shares in the Project Kayrat Yerdenovich Company upon expiration of 36 (thirty six) months from the date Metov, citizen of the when the Applicant, Co-Investor and Individuals 1, 2, 3 sign the Russian Federation Agreement on Investment and Execution of the Rights of (hereinafter – the Participants and the Applicant shall purchase such shares and pay the «Individual 1»); price of 12,000,000 (twelve million) RUR, excluding net profits Maksim Anatolyevich distributed and paid to RUSNANO by the Project Company; Komolkin, citizen of the - right of the Applican to buy the stake (call option): the Applicant Russian Federation shall have the right to demand RUSNANO to sell all of its shares in (hereinafter – the the Project Company upon expiration of 36 (thirty six) months from «Individual 2»); the date when, Co-Investor and Individuals 1, 2, 3 sign the Ruslan Anatolyevich Agreement on Investment and Execution of the Rights of Anishin, citizen of the Participants and RUSNANO shall sell such shares to the Applicant at Russian Federation the price of 12,000,000 (twelve million) RUR, excluding net profits (hereinafter – the Annual Report RUSNANO 2011 106
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document distributed and paid to RUSNANO by the Project Company, unless «Individual 3»). by that date RUSNANO takes decision (approved by its management bodies) to make additional contribution in the charter capital of the Project Company; - tag-along right of RUSNANO: RUSNANO shall have the unconditional right to join the sale by the Applicant of all (or a part) of its shares in the Project Company to a third party (third parties) by selling all (or a part) of the Project Company shares held by RUSNANO (at its discretion) to such third party (third parties) under the terms and conditions applicable to such sale; - obligations of the Parties to cooperate in performance of other actions related to managing the Project Company and activities thereof, as stipulated in the Agreement on Investment and Execution of the Rights of Participants 13 Advertising Services Agreement: The Customer orders, and the OJSC RUSNANO – 1,040,000 rubles 00 kopeck 29.07.2011 Member of RUSNANO Board of Contractor undertakes to display logos of the Customer at the Customer; RUSNANO Directors Meeting exhibition stand of the Contractor, and demonstrate and distribute the Fund for Executive Board, Minutes #4 of June advertising and information materials and promotional products of Infrastructure and Member of 23, 2011 the Customer at congress and exhibition events held by the Customer Educational Programs - RUSNANO Board in Q2-Q4 2011. Contractor of Directors A.B. Chubais; Members of RUSNANO Executive Board A.G. Svinarenko, A.B. Malyshev, A.P. Losyukov, Y.M. Urinson, O.V. Kiselev, A.V. Trapeznikov, Y.A. Udaltsov, S.V. Kalyuzhny 14 Licence Agreement: The Licensor grants to the Licensee for the term OJSC RUSNANO – 20,000 RUR per calendar year; no. LDROS- Member of RUSNANO Board of of the agreement the right to use (non-exclusive license) on the entire Licensor; term of the agreement – from 03/11 of RUSNANO Directors Meeting territory of the Russian Federation, without the right to sublicense: the Fund for March 11, 2011 to December 31, March 11, Executive Board, Minutes #4 of June - the trademark (service mark), registered by the Federal Service for Infrastructure and 2015 2011 Member of 23, 2011 Intellectual Property, Patents and Trademarks as of August 26, 2009, Educational Programs - RUSNANO Board trademark (service mark) certificate no. 387831 (Appendix 1 to the Licensee of Directors A.B. Agreement), or individual elements thereof; Chubais; Members - the trademark (service mark), registered by the Federal Service for of RUSNANO Intellectual Property, Patents and Trademarks as of August 06, 2009, Executive Board Annual Report RUSNANO 2011 107
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document trademark (service mark) certificate no. 385874 (Appendix 2 to the A.G. Svinarenko, Agreement). A.B. Malyshev, The trademarks can only be used by the Licensee in compliance with A.P. Losyukov, the rules specified in the Appendix to the Agreement, any deviation Y.M. Urinson, O.V. from these rules requires prior written consent of the Licensor. Kiselev, A.V. Licensee’s use of trademarks in violation of these rules constitutes an Trapeznikov, Y.A. infringement of the exclusive rights of the Licensor to the trademarks Udaltsov, S.V. and entails liability under applicable legislation Kalyuzhny 15 Nonresidential Premises Lease Agreement: The Lessor shall provide OJSC RUSNANO – The rent price under the agreement 01.04.2011 Member of RUSNANO Board of to the Lessee for temporary possession and use the following non- Lessor; is 27,140 (twenty seven thousand RUSNANO Directors Meeting residential premises owned by the Lessor: the Fund for one hundred forty) rubles 00 Executive Board, Minutes #4 of June - nonresidential premises specified in para. 1 of Appendix 5 to the Infrastructure and kopecks per year per 1 (one) Member of 23, 2011 Minutes – from April 1, 2011; Educational Programs – square meter of nonresidential RUSNANO Board - nonresidential premises specified in para. 2 of Appendix 5 to the Lessee premises, including 18% VAT. of Directors A.B. Minutes – from August 1, 2011. The total cost of renting of the Chubais; Members The Lessee undertakes to accept those nonresidential premises, pay nonresidential premises referred to of RUSNANO the rent properly and in a timely manner, and perform other in paragraph 2 is 11,315,434 Executive Board obligations under the Lease Agreement. (eleven million three hundred and A.G. Svinarenko, fifteen thousand four hundred A.B. Malyshev, thirty-four) rubles 97 kopecks, A.P. Losyukov, including 18% VAT, but in no case Y.M. Urinson, O.V. it can exceed 2 (two) percent of the Kiselev, A.V. book value of the Company’s Trapeznikov, Y.A. assets according to its financial Udaltsov, S.V. statements as of the last reporting Kalyuzhny date. The Agreement shall enter into force on the date of its signing by the parties and cover relations between the parties arising from April 1, 2011. The Agreement shall be valid for 11 (eleven) months from the date of provision to the Lessee of the nonresidential premises referred to in paragraph 2, and may be extended by the parties on the same terms and conditions. 16 Supplementary Agreement to the Investment Agreement of August OJSC RUSNANO; RUSNANO does not dispose of 21.09.2011 Member of RUSNANO Board of 31, 2010 under the Project ID 1979: amendments to the procedure of CJSC SIGMA (OGRN and does not purchase any assets RUSNANO Directors Meeting Annual Report RUSNANO 2011 108
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document equipment leasing to project companies. Under the Supplementary 1102468001668); under this transaction; Executive Board, Minutes #4 of June Agreement RUSNANO obligations regarding purchase and leasing SIGMA Innovations LLC Member of 23, 2011 of equipment are transferred to the Fund. (OGRN 1107746085622); RUSNANO Board SIGMA Novosibirsk LLC of Directors A.B. (OGRN 1105476022090); Chubais; Members SIGMA Tomsk LLC of RUSNANO (OGRN 1097017018537); Executive Board the Fund for A.G. Svinarenko, Infrastructure and A.B. Malyshev, Educational Programs A.P. Losyukov, (OGRN 1107799030118) Y.M. Urinson, O.V. (hereinafter – the «Fund») Kiselev, A.V. Trapeznikov, Y.A. Udaltsov, S.V. Kalyuzhny 17 Agreement on the Fund joining to the Investment Agreement of OJSC RUSNANO; RUSNANO does not dispose of 21.09.2011 Member of RUSNANO Board of August 31, 2010 between RUSNANO, Joint Institute for Nuclear Joint Institute for Nuclear and does not purchase any assets RUSNANO Directors Meeting Research, Radio Engineering and Information Systems Concern Research (OGRN under this transaction Executive Board, Minutes #4 of June OJSC, IT-Information Technologies Firm CJSC, Special Economic 1035002200221); Member of 23, 2011 Zones OJSC, International Innovative Nanotechnology Center CJSC Radio Engineering and RUSNANO Board and the Fund under the Project ID 1980: changes to the Project Information Systems of Directors A.B. financing procedure. RUSNANO obligations regarding financing of Concern OJSC (OGRN Chubais; Members the Project pass to the Fund; shares of IINC purchased by 1027739299060); of RUSNANO RUSNANO shall be sold to the Fund at the price of their purchase IT-Information Executive Board and on terms and conditions of sales of ordinary registeres shares of Technologies Firm CJSC A.G. Svinarenko, IINC; (OGRN 1027700222747); A.B. Malyshev, Special Economic Zones A.P. Losyukov, OJSC (OGRN Y.M. Urinson, O.V. 1067746539519); Kiselev, A.V. International Innovative Trapeznikov, Y.A. Nanotechnology Center Udaltsov, S.V. CJSC (OGRN Kalyuzhny 1105010002679); the Fund (OGRN 1107799030118); 18 Agreement on Sale and Purchase of ordinary registered shares of OJSC RUSNANO; 15,620,000 RUR 08.11.2011 Member of RUSNANO Board of IINC under the Project ID 1980: RUSNANO transfers to the Fund the Fund (OGRN RUSNANO Directors Meeting the securities held by RUSNANO – 1,562 (One thousand five 1107799030118); Executive Board, Minutes #4 of June hundred sixty-two) ordinary registered uncertified shares of IINC – Member of 23, 2011 and the Fund undertakes to pay to RUSNANO the value of those RUSNANO Board Annual Report RUSNANO 2011 109
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document securities and to accept ownership thereof of Directors A.B. Chubais; Members of RUSNANO Executive Board A.G. Svinarenko, A.B. Malyshev, A.P. Losyukov, Y.M. Urinson, O.V. Kiselev, A.V. Trapeznikov, Y.A. Udaltsov, S.V. Kalyuzhny 19 Investment Agreement between RUSNANO, PLACKART CJSC OJSC RUSNANO; 78,000,000 RUR 28.09.2011 Member of RUSNANO Board of and VNIINM OJSC under the Project ID 870: a) procedure for the CJSC PLACKART RUSNANO Board Directors Meeting establishment of Project Company 2 and conditions of investment (OGRN 1105948001422, of Directors S.V. Minutes #6 of August funds provision to the Project Company 2, b) rights and obligations located at: 614065, Perm Kirienko 12, 2011 of the parties involved in implementation and financing of the Region, Perm District, Project, procedure for execution of such rights and performance of Khmeli, Kosmonavtov such obligations; c) liability for their violation, and d) other highway, 330a /4); conditions related, directly or indirectly, to the Project VNIINM OJSC (OGRN implementation 5087746697198, located at: 123098, Moscow, Rogova st., 5a) 20 Project Company Establishment Agreement between RUSNANO, OJSC RUSNANO; 78,000,000 RUR 10.10.2011 Member of RUSNANO Board of PLACKART CJSC and VNIINM OJSC under the Project ID 870: PLACKART CJSC RUSNANO Board Directors Meeting procedure for joint activities for establishment of the Project (OGRN 1105948001422, of Directors S.V. Minutes #6 of August Company 2; rights and obligations of the parties for establishment of located at: 614065, Perm Kirienko 12, 2011 the Project Company 2 Region, Perm District, Khmeli, Kosmonavtov highway, 330a /4); VNIINM OJSC (OGRN 5087746697198, located at: 123098, Moscow, Rogova st., 5a); 21 Supplementary Agreement #4 to the Investment Agreement of OJSC RUSNANO; RUSNANO does not dispose of 14.11.2011 – Member of RUSNANO Board of August 31, 2010 under the Project ID 1981: making amendments to Innovative Technopark and does not purchase any assets information as RUSNANO Directors Meeting the Investment Agreement of August 31, 2010 due to change of the «Idea» CJSC (OGRN under this transaction at 18.01.2012 Executive Board Minutes #7 of Lessor, area and terms of land leasing by Technology Transfer 1021602854844); A.G. Svinarenko September 08, 2011 Center LLC (hereinafter – the «Project Company»), and consequent Tatneftekhiminvest- emergence of additional conditions precedent for the next tranche of holding OJSC (OGRN Annual Report RUSNANO 2011 110
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document funding from RUSNANO to the Project Company 1021603616077); Technology Transfer Center LLC (OGRN 1101690060450); State Non-Profit Organization «Investment and Venture Fund of the Republic of Tatarstan» (OGRN 1041621104304) 22 Supplementary Agreement #5 to the Investment Agreement of OJSC RUSNANO; RUSNANO does not dispose of 21.12.2011 Member of RUSNANO Board of August 31, 2010 under the Project ID 1981: amendments to the CJSC Innovative and does not purchase any assets RUSNANO Directors Meeting Investment Agreement of August 31, 2010 due to the Fund joining to Technopark «Idea» under this transaction Executive Board Minutes #10 of the Investment Agreement (OGRN 1021602854844); A.G. Svinarenko December 16, 2011 Tatneftekhiminvest- holding OJSC (OGRN 1021603616077); Technology Transfer Center LLC (OGRN 1101690060450); State Non-Profit Organization «Investment and Venture Fund of the Republic of Tatarstan» (OGRN 1041621104304); the Fund (OGRN 1107799030118) 23 Agreement on Sales and Purchase of Securities (1 (one) ordinary OJSC RUSNANO; 800,000 RUR 21.12.2011 Member of RUSNANO Board of share) of Idea IT CJSC the Fund RUSNANO Directors Meeting Executive Board Minutes #10 of A.G. Svinarenko December 16, 2011 24 Investment Agreement of July 26, 2011 under the Project ID 1767: OJSC RUSNANO, OJSC 1,299,000,000 RUR 26.07.2011 Member of RUSNANO Board of conditions and procedure of Project financing by RUSNANO; HSCI (OGRN RUSNANO Directors Meeting conditions and procedure of RUSNANO exit from the Project; 1037789001315), Executive Board Minutes #7 of general conditions for setting up production of BioBetters-type Pharmsynthez OJSC A.B. Malyshev September 08, 2011 medicines on the basis of biodegradable nanocomposites in the (OGRN 1034700559189), Russian Federation (preclinical studies and clinical trials, Cryonix CJSC (OGRN registration, production, product sales in Russia, and sales of 1037800053642), FDS production licenses (except for the Gemacell platform) to companies Pharma LLP (state registered in the UK, Germany, Italy, Canada, USA, France and registration number Japan, for 9 (nine) drugs on the basis of N-bis-methionine- LP005073); Dmitry Annual Report RUSNANO 2011 111
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document histone H1.3., PolyXEN ® and cord blood mononuclear cells) Dmitriyevich Genkin, Artur Aleksandrovich Isayev, SinBio LLC (OGRN 1117746126321); 25 Supplementary Agreement #1 to the Rights Pledge Agreement of OJSC RUSNANO RUSNANO does not dispose of 06.10.2011 Member of RUSNANO Board of December 17, 2010 under the Project ID 575: reducing the value of (pledge holder) and and does not purchase any assets RUSNANO Directors Meeting the rights pledged under the Agreement from 49,556,500 (Forty nine NTPharma LLC (OGRN Executive Board Minutes #8 of million five hundred fifty six thousand five hundred) RUR to 5087746428666) A.B. Malyshev October 07, 2011 25,305,000 (Twenty five million three hundred five thousand) RUR (pledger); due to registration of the equipment listed in the Appendix to the Minutes (hereinafter – the «Equipment») as asset of NTPharma LLC. The total collateral value of the Equipment is 24,251,500 (twenty four million two hundred and fifty-one thousand five hundred) RUR, incl. VAT. 26 Movable Property (Equipment) Pledge Agreement under the project OJSC RUSNANO Value of the pledged assets: 06.10.2011 Member of RUSNANO Board of ID 575: pledge of equipment to secure performance by NTPharma (pledge holder) and 21,088,648 rubles 11 kopecks, RUSNANO Directors Meeting LLC of all existing and future pecuniary obligations to RUSNANO NTPharma LLC (OGRN excl. VAT Executive Board Minutes #8 of arising from the loan agreement signed between RUSNANO (the 5087746428666) A.B. Malyshev October 07, 2011 Lender) and NTPharma LLC (the Borrower) as of December 17, (pledger) 2010 27 Agreement on Sales and Purchase of Shares of RUSNANO USA, OJSC RUSNANO – 2,930,084 rubles 27 kopecks 30.12.2011 Member of RUSNANO Board of Inc.: Pursuant to the Agreement the Seller undertakes to sell to the Buyer; RUSNANO Directors Meeting Buyer and the Buyer undertakes to purchase and pay for 7,499 RUSNANO MC LLC – Executive Board Minutes #8 of (Seven thousand four hundred and ninety-nine) shares of RUSNANO Seller A.G. Svinarenko October 07, 2011 USA, Inc, constituting 74.99 (Seventy-four point ninety-nine) per cent of the share capital of RUSNANO USA, Inc., on the terms and conditions stipulated in the Agreement and in compliance with the legislation of the Russian Federation 28 Shares Sales and Purchase Agreement: RUSNANO MC LLC OJSC RUSNANO 48,116.67 USD at the exchange 06.10.2011 Member of RUSNANO Board of undertakes to sell and OJSC RUSNANO undertakes to accept and (Buyer), RUSNANO rate of the Central Bank of Russia RUSNANO Directors Meeting pay for 100 (one hundred) percent of shares of SHERIGO Metrological Center LLC on the date of payment Executive Board Minutes #8 of RESOURCES LIMITED (incorporated under the laws of the British (Seller). A.G. Svinarenko October 07, 2011 Virgin Islands, reg. no. 1656985) with par value of 1 (one) USD per share, the aggregate price of the shares being 48,116.67 (forty-eight thousand one hundred sixteen) USD and 67 US cents at the exchange rate of the Central Bank of Russia on the date of payment 29 RUSNANO Directors and Officers Liability Insurance Contract OJSC RUSNANO and 510,000,000 RUR no. 442- Members of No transaction OJSC Ingosstrakh 047845/11 of RUSNANO Board approval required September 05, of Directors: I.R. 2011 Agamirzyan, V.A. Annual Report RUSNANO 2011 112
Transaction No Parties to Contract Interested Subject of transaction Price of transaction approval . transaction date persons document Dmitriyev, S.V. Kirienko, N.V. Klimashin, M.V. Kovalchuk, M.A. Pogosyan, M.D. Prokhorov, S.V. Chemezov, A.A. Beltyukov, V.V. Putilin; Member of RUSNANO Executive Board, Member of RUSNANO Board of Directors A.B. Chubais; Members of RUSNANO Executive Board A.G. Svinarenko, A.B. Malyshev, A.P. Losyukov, Y.M. Urinson, O.V. Kiselev, A.V. Trapeznikov, Y.A. Udaltsov, S.V. Kalyuzhny, the sole shareholder – RF through the Federal Agency for State Property Management
Annual Report RUSNANO 2011 113
Appendix K. Allocation by the Company of Profit Obtained in 2011
According to the financial statements under the Russian Accounting Standards (RAS) for the period from March 11 to December 31, 2011 the Company had a loss of 2,989,038 thousand RUR; as at December 31, 2011 the contingency fund was not created.
RUSNANO Profit and Loss Statement for the period from March 11 to December 31, 2011 K RUR For the period from March 11 Indicator Code For 2010 to December 31, 2011 Revenue 2110 2,715,995 - Cost of goods sold 2120 ( 16,420 ) ( - ) Gross profit (Loss) 2100 2,699,575 - Sales Expenses 2210 ( - ) ( - ) Administration Expenses 2220 ( 3,687,193 ) ( - ) Sales Profit (Loss) 2200 ( 987,618 ) - Income from participation in other organizations 2310 - - Interest receivable 2320 1,384,110 - Interest payable 2330 ( 3,864,116 ) ( - ) Other income 2340 59,833 - Other expenses 2350 ( 253,120 ) ( - ) Profit (Loss) before tax 2300 ( 3,660,911 ) - Current profit tax 2410 ( - ) ( - ) incl. permanent tax liabilities 2421 60,310 - (assets) Changes in deferred tax liabilities 2430 ( 36 ) - Changes in deferred tax assets 2450 671,909 - Other 2460 ( - ) - Net profit (Loss) 2400 ( 2,989,038 ) - FOR REFERENCE Result of revaluation of fixed assets, 2510 not included in the net profit (loss) - - for the period Result of other operations not included in 2520 - - the net profit (loss) for the period Tota financial result for the period 2500 ( 2,989,038 ) - Basic earnings (loss) per share 2900 ( 0.4599 ) - Diluted earnings (loss) per share 2910 ( 0.4599 ) -
The loss recorded by the Company in 2011 is due to the specifics of OJSC RUSNANO, whose main activity under the Charter is the initiation of and Annual Report RUSNANO 2011 114
investment in projects that contribute to creation and development of nanoindustry and related innovation infrastructure. The main sources of income for the Company are revenues from the excess of RUSNANO exit price over the price of entry into the capital of project companies, interest on loans granted to project companies, and dividends. In accordance with the Business Plan for 2011-2015 approved by the Executive Board of RUSNANO State Corporation on December 21, 2010 (Minutes no. 49) exits from project companies are planned starting from 2014. In accordance with the Business Plan the Company is to make profit in 2014. In the period from 2011 to 2013 the Company’s revenues from operating activities include only the interest on loans granted and dividends that are insufficient to cover costs associated with the current activities.
RUSNANO Profit and Loss Forecast for 2011-2015 M RUR ReportIndicator on performance under2011 the 2012short -term2013 financial plan2014 for 20112015 Revenue 261.0 306.0 16.0 20,349.0 36,559.0M RUR
Cost of goods sold - - - - - # Indicator Plan Actual Deviation Gross Profit (Loss) 261.0 306.0 16.0 20,349.0 36,559.0 I Opening balance 43,378 43,378 0 Sales Expenses - - - - -
AdministrationII Incoming Expenses Cash Flows, total (5,632.0) (5,972.0)60,035 (5,764.0)75,864 (5,395.0)15,829 (5,272.0)
Sales Profitincl.: (Loss) (5,371.0) (5,666.0) (5,748.0) 14,954.0 0 31,287.0
Income1 fromAdditional participation issue in other organizations - - 25,000 -47,242 22,242- -
Interest2 receivableBorrowings under state guarantees 3,015.0 2,496.0 29,000 3,961.024,600 6,633.0-4,400 10,176.0
Interest3 payableProject activities (6,510.0) (12,910.0) 3,067 (15,910.0) 580 (19,410.0)-2,487 (21,170.0)
Other4 incomeRepayment under European Laser project195.0 302.0 2,183 550.0 2,185 3,286.0 2 4,759.0
Other expenses (361.0) (266.0) (267.0) (269.0) (271.0) 5 Other 785 1,257 472 Profit (Loss) before Tax (9,032.0) (16,044.0) (17,414.0) 5,194.0 24,781.0 0 Current Profit Tax - - - 1,039.0 4,956.0 III Cash Outflow, total 68,137 59,428 -8,709 Net profit (Loss) (9,032.0) (16,044.0) (17,414.0) 4,155.0 19,825.0 incl. 1. Infrastructure activity 11,035 11, 050 16 2. Investment activity 44,657 39,943 -4,713 incl. financing of projects and 2.1 40,641 36,246 -4,395 funds 3. Financial activity 6,525 4,326 -2,199 4. General corporate activity 4,476 3,763 -713 5. Obligatory payments 1,445 345 -1,099 IV Closing balance 35,277 59,814 24,537
RUSNANO Profit and Loss Statement 2011 M RUR
Annual Report RUSNANO 2011 115
incl. in the period Indicator Plan Actual From January 1 to From March 10 to March 10, 2011 December,31 2011 Revenue 261.0 2,716.0 - 2,716.0 Cost of goods sold - (16.4) - (16.4) Gross Profit (Loss) 261.0 2,699.6 - 2,699.6 Sales Expenses - - - - Administration Expenses (5,632.0) (3,687.2) - (3,687.2) Sales Profit (Loss) (5,371.0) (987.6) - (987.6) Income from participation in other organizations - - - - Interest receivable 3,015.0 2,225.3 841.1 1,384.1 Interest payable (6,510.0) (3,864.1) - (3,864.1) Other income 195.0 80.2 20.4 59.8 Other expenses (361.0) (261.0) (7.9) (253.1) Profit (loss) before tax (9,032.0) (2,807.3) 853.7 (3,660.9) Profit tax - (192.0) (192.0) - Changes in deferred tax assets 671.9 671.9 Net profit (Loss) (9,032.0) (2,327.4) 661.6 (2,989.0)
In 2011 RUSNANO activity generated a planned loss. The short-term financial plan for 2011 was approved by the Supervisory Board of RUSNANO State Corporation on December 27, 2010 (Minutes no. 6) for the year based on the terms of succession and continuity of the Company’s activities when changing the form of incorporation. In view of adjustments of account balances of RUSNANO State Corporation as at January 01, 2011 and specification of the volume of financing intended for the Fund for Infrastructure and Educational Programs (Decree no. 33 of the RF Government of January 18, 2011) the short-term financial plan of the Company for 2011 was amended as approved by the Board of Directors of OJSC RUSNANO on March 24, 2011 (Minutes no.1, Section XI). The report on implementation of the short-term financial plan shows that the actual loss is lower than planned and amounts to 2,327.4 M RUR per year. That is explained by the following factors: • the Company reduced the amount of borrowings, which resulted in decrease of debt servicing costs; • lower interest rate on attracted credits and bond loans; • the Company received other income from placement of temporarily surplus funds and from property lease, which exceeded the planned amount by 770.9 M RUR and allowed covering part of administrative costs; • lower administrative costs.
Annual Report RUSNANO 2011 116
Appendix L. Risks Arising from Activities of the Company
RUSNANO implements a systematic approach to risk management. The key elements of the Company’s risk management policy are: • identification of risks, including comprehensive due diligence of projects, starting from the pre-investment due diligence; • risk assessment methodology; • development and implementation of risk management mechanisms; • periodic monitoring of risks, including at the stage of implementation of the investment projects. To assess industry-associated risks the industry condition is evaluated in the medium to long term on the basis of analysts’ macroeconomic forecasts. The financial risk assessment includes analysis of the interest rate risk, currency risk, credit risk and liquidity risk. The currency risk is assessed on the basis of analysts’ forecasts regarding possible changes of exchange rates, and the assessment results are used for taking decisions on the acceptable size and development of foreign- currency positions. Concerning the liquidity risk, the financial forecasts show that the Company has sufficient liquidity. The financial activity is planned so as to ensure sufficient excess of opening balances and incoming cash flows over payments during the period. To mitigate credit risks the Company checks the financial situation of its partners and contractors. Third party guarantees and pledges are applied to some obligations of the partners and contractors. RUSNANO does not expect any decrease in the number applicants for investments in nanotechnology projects, as at present there is a significant shortage of high-tech production and development in the Russian market. However, if the market situation worsens, the company may face deterioration in the investment quality of such projects. RUSNANO has provided guarantees of performance by third parties, including entities in the charter capital of which the Company holds over 20%. Risks of claims under those guarantees, each of which does not exceed 5% of book value of RUSNANO assets, are considered insignificant. In addition, the Company’s policy for minimization of this risk is to evaluate the efficiency of the projects (in terms of cost feasibility, payback period, etc.) on the selection stage and carry out ongoing monitoring of the investment projects. The Company assumes no risk of liability for debts of third parties, including entities in which the Issuer’s stake exceeds 20%, except for the cases stipulated by the applicable legislation. The main activities of the Company are not subject to licensing, therefore RUSNANO bears no risks associated with licensing of main activities. Investments of OJSC RUSNANO include investments in charter capital of project companies and loans granted by the Company. The Company’s annual revenues from investments in the charter capital of project companies does not
Annual Report RUSNANO 2011 117
exceed 10% per year; the interest rates on loans granted by RUSNANO to the project companies exceed 10%. The list of such investments is provided below. Loan amount in No. Borrower / purpose Source of funds 2011, RUR Lithium-Ion Technology LLC. Setting up the first 1 Russian advanced production of lithium-ion 435,000,000.00 Borrowings accumulators. CJSC Microbor Nanotech. Launching commercial production of a composite material based on the 2 cubic boron nitride micro- and nanopowder to be 180,000,000.00 Borrowings used for making metalwork. construction and mining tools. CJSC Galileo Nanotech. Establishing a hi-tech business in Russia for production of radio 3 158,000,000.00 Borrowings frequency identification tags (RFID tags) and metallized packaging materials. CJSC Uralplastic-N. Production of flexible 4 nanocomposite-modified polymer packaging 200,000,000.00 Borrowings materials. CJSC METACLAY. Launching a competitive high-tech domestic production of modified 5 laminated nanosilicates. masterbatches 151,000,000.00 Borrowings (nanocomposite precursors) and new generation polymer nanocomposite materials. NTPharma LLC. Setting up GMP facility for 6 production of nanovaccines and therapeutic 150,000,000.00 Borrowings biodrugs. CJSC RM Nanotech. Launching a modern 7 production of nanostructured membranes and 230,000,000.00 Borrowings membrane-based separation modules. Connector Optics LLC. Technology development and production of epitaxial wafers and chips of 8 112,000,000.00 Borrowings emitters and detectors for high-speed optical interconnections. SITRONICS-Nano LLC. Setting up production of 9 1,427,997,478.00 Borrowings VLSI circuits with 90-nm process technology. Pruzhina Scientific and Production Center LLC. Setting up mass production of super-high strength 10 springs using the technology of controlled 337,000,000.00 Borrowings formation of homogeneous nano-substructures in the material. RMT Company LLC. Expanding production of thermoelectric cooling microsystems on the basis 11 30,000,000.00 Borrowings of bismuth telluride nanopowders for opto-. micro- and nanoelectronics. CJSC NikoMag. Setting up production of 12 nanostructured magnesium hydroxide with 780,000,000.00 Borrowings modified surface.
Annual Report RUSNANO 2011 118
CJSC ELVIS-NeoTech. Cluster center for 13 designing nanosize VLSIs and manufacturing 240,000,000.00 Borrowings high-tech products on their basis. CJSC Uralplastic-N. Production of flexible 14 nanocomposite-modified polymer packaging 150,000,000.00 Borrowings materials. TBM LLC. Basalt: Production of continuous basalt 15 fibers and composite construction materials on 250,000,000.00 Borrowings their basis for the Northern regions. CJSC SUN Innovations. Upgrading and expanding 16 the production of nano-ink and equipment for 50,000,000.00 Borrowings high-tech digital printing. CJSC SUN Innovations. Upgrading and expanding 17 the production of nano-ink and equipment for 50,000,000.00 Borrowings high-tech digital printing. ICM Glass Kaluga LLC. Expanding production of 18 new insulating materials using nanotechnology 640,000,000.00 Borrowings based waste glass processing. Total: 5 570 997 478.00 ,
There is no pending debt collection litigation in which the Company acts as a defendant or a plaintiff. There is no information about possible circumstances that objectively impede the activities of the Company (seismic hazard zone, zone of seasonal flooding, terrorist attacks, etc.).
Annual Report RUSNANO 2011 119
Appendix M. Results of Fulfilling Mandates and Directives from the President of the Russian Federation and Authorizations from the Government of the Russian Federation
• In accordance with para. 2c of the Order no. Pr-846 of the President of the Russian Federation to the Government of the Russian Federation: in order to eliminate excessive influence of state-owned companies on the investment climate, the Meetings of Shareholders shall be requested before July 01, 2011 to remove from the Boards of Directors (Supervisory Boards) of joint stock companies with government participation listed in the Appendix deputies Chairman of the Government of the Russian Federation and federal ministers coordinating government regulation in the corresponding fields, and replace them with independent or qualified directors. RUSNANO has performed the corresponding work in cooperation with the Federal Agency for State Property Management and the Ministry of Education, which resulted in the Decree of the Federal Agency for State Property Management on termination of the Board of Directors of OJSC RUSNANO and election of the new Board of Directors of OJSC RUSNANO (A.A. Fursenko and E.S. Nabiullina were excluded from the Board of Directors). • Pursuant to the Order no. Pr-3291of the President of the Russian Federation of November 03, 2011 «On the list of orders of the President of the Russian Federation by results of the meeting of the RF Presidential Commission for Modernisation and Technological Development of Russia’s Economy of October 26, 2011» OJSC RUSNANO has issued the Order no. 738 of November 25, 2011 «On responsibility for providing information to the RF Presidential Commission for Modernisation and Technological Development of Russia’s Economy». • In December 2011 RUSNANO received a letter form the Federal Agency for State Property Management concerning implementation of subparagraph «l», para. 1, Order no. Pr-1640 of the President of the Russian Federation of June 06, 2010. According to this subparagraph, joint-stock companies with state participation shall make decisions on development of proposals regarding application of voluntary mechanisms for environmental responsibility assuming by companies with state participation, and on mandatory regular publication by state corporations, in which the state participation is 100%, of non-financial reports on sustainability and environmental responsibility that shall be subject to independent verification or approval. The question on development of proposals regarding application of voluntary mechanisms for assuming environmental responsibility is planned for consideration by RUSNANO Board of Directors in April 2012; the information is posted in the section «Orders» of RUSNANO profile at the
Annual Report RUSNANO 2011 120
interagency portal to provide for monitoring by the Federal Agency for State Property Management of fulfillment of the Order of the President of the Russian Federation. • To execute the order of the President of the Russian Federation concerning costs reduction in state-controlled companies at least by 10% per year, on February 1, 2010 RUSNANO started using an electronic procurement system with the placement of information about the tenders at the electronic trade portal b2b-rusnano. In 2011 the Company held 405 tenders with the total maximum amount of participants’ proposals exceeding 1.0 billion rubles and the average number of participants of 4.27 per tender. By results of those tenders the total amount of participants’ proposals decreased to 680 million rubles, which allowed reducing RUSNANO’s costs by 27.7%.
Annual Report RUSNANO 2011 121
Appendix N. Use of Energy Resources during 2011 in Real and Monetary Value
RUSNANO’s consumption in 2011 (including common facilities) Unit of measurement Amount, RUR Electricity 4,271,062,kWh 16,700,852.59 Heat power 3,261,Gcal 3,556,694.65 Heat carrying agent 182.81,t 6,935.80 Water intake / discharge 9,989,m³ 525,092.78 Pollutants discharge with - 77,985.90 waste water TOTAL 20,867,561.72
Annual Report RUSNANO 2011 122 RUSNANO Auditor’s Opinion On Financial Statements for the Period from March 11, 2011 through December 31, 2011
March 2012
Auditor’s Opinion – RUSNANO
Contents Page
Independent Auditor’s Opinion 2
AppendicesFinancial statements of RUSNANO for the period from March 11, 2011 through December 31, 2011:
Balance Sheet 6 Profit and Loss Statement 8
Statement of Changes in Equity 9 Cash Flow Statement 13
Notes to the Balance Sheet and Profit and Loss Statement 16
Ernst and Young 2
1
Ernst & Young LLC ООО «Эрнст энд Янг» ERNST &YOUNG Sadovnicheskaya Nab., 77, bid. 1 Россия, 115035, Москва Moscow, 115035, Russia Садовническая наб., 77, стр. 1 Tel: +7 (495) 705 9700 Тел.: +7 (495) 705 9700 +7 (495) 755 9700 +7 (495) 755 9700 Fax: +7 (495) 755 9701 Факс: +7 (495) 755 9701 www.ey.com ОКПО:59002827
Independent Auditor’s Opinion
To the shareholder of open joint-stock company RUSNANO
Auditee
Name: open joint-stock company RUSNANO
Registered in the Unified State Register of Legal Entities under No. 11177990043333 on March 11, 2011. Registered address: 10A, Prospekt 60-letiya Oktyabrya, Moscow, Russia, 117036.
Auditor
Name: Ernst & Young LLC Primary State Registration Number: 1027739707203. Registered address: Sadovnicheskaya Nab., 77, bid. 1, Moscow, 115035, Russia.
Ernst & Young LLC is a member of Non-Profit Partnership Russian Audit Chamber (NPP RAC). Ernst & Young LLC is registered in the state register of auditors and audit organizations of NPP RAC under No. 3028 and is also included in the master copy of the register of auditors and audit organizations under the primary number 10201017420.
3 A member firm of Ernst & Young Global Limited
3
ERNST&YOUNG
We have audited the financial statements of RUSNANO (see attached), which include the balance sheet as of December 31, 2011, profit and loss statement, statement of changes to equity, and cash flow statement for the period from March 11, 2011, through December 31, 2011, and the accounting notes for 2011.
Responsibility of the Auditee for the financial statements
Management of RUSNANO is responsible for the preparation and authenticity of the above cited financial statements pursuant to the requirements of Russian law as relates to the composition of financial statements and for the internal controls required to prepare financial statements that do not contain material misstatements due to bad faith actions or errors.
Responsibility of the Auditor
Our responsibility is to express an opinion on correctness of the financial statements based on our audit.
We conducted our audit in compliance with the Federal Standards of Auditor Activities and International Standards on Auditing. Such standards require observance of applicable standards of ethics as well as planning and conducting the audit so as to obtain reasonable assurance that the financial statements are free of material misstatement.
The audit was performed using audit procedures aimed at obtaining evidence supporting the amounts and disclosures in the financial statements. The choice of audit procedures is a matter of our judgment based on evaluating the risk of material misstatements as a result of bad faith actions or errors. In the course of evaluating this risk, we reviewed the system of internal controls that ensures preparation and authenticity of the financial statements in order to select the appropriate audit procedures but not for the purpose of expressing our opinion on the effectiveness of such internal controls. The audit also included assessing the accounting principles used and significant estimates made by the management of the Auditee, as well as evaluating the presentation of financial statements overall.
We believe that the evidence obtained during our audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements accurately reflect in all material respects the financial position of RUSNANO as of December 31, 2011, the results of its financial and business activities, and the cash flow for the period from March 11, 2011 through December 31, 2011 pursuant to the regulations of the Russian Federation on preparation of financial statements.
Important notice
Without changing the opinion of the credibility of the financial statements of RUSNANO, we call attention to information contained in Clause 1, General, of Notes to the accounting statements, to be precise, to the fact that RUSNANO was established on March 11, 2011, as a result of reorganization of state corporation Russian Corporation of Nanotechnologies in the form of transformation pursuant to Federal Law № 211-FZ On Reorganization of the Russian Corporation of Nanotechnologies dated July 27, 2010.
Without changing the opinion of the credibility of the financial statements of RUSNANO, we call attention to information contained in Clause 2.15 Initial and Comparative Data of the Notes to the accounting statements, to be precise, to the fact that for the purposes of more complete presentation of the information about the financial position of RUSNANO, the financial statements attached, for the period from March 11, 2011 through December 31, 2011, contain balance sheet data as of March 11, 2011, the beginning of the reporting period.
Miscellaneous
The financial statements attached do not aim to present the financial position and the operational results according to the principles or methods of accounting reports generally accepted in administrative-territorial entities other than the Russian Federation. Therefore, the financial statements attached are not intended for any persons unfamiliar with principles, procedures, and methods of accounting reports accepted in the Russian Federation.
(signature)
I. S. Solodova Partner Ernst & Young LLC
March 15, 2012
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Balance Sheet as of December 31, 2011 Codes Form under RCMD 07100001 Company Open Joint-Stock Company RUSNANO Date (dd.mm.yyyy) 31.12.2011 Under RNNBO 94124398 Identification number of taxpayer INN 7728131587 Activities Other financial intermediation Under OKVED 65.2 Form of incorporation /ownership: open joint-stock company/ federal ownership Under OKOPF/OKFS 47 / 12 Units used: thousand rubles Under OKEI 384 Address: 10A Prospekt 60-letiya Oktyabrya, Moscow, Russia, 117036
Note Description Code As of December As of March 11, As of December 31, 2011 2011 31, 2009 3.1. ASSETS 1110 112,786 117,528 I. NON-CURRENT ASSETS Intangible assets including: Purchases of intangible assets in progress 1111 826 2,434 - Results of R&D 1120 - - - including: costs of R&D in progress 1121 - - - 3.2. Fixed assets 1130 4,257,494 4,513,179 - including: Construction in progress and purchases of fixed assets in 1131 103,885 42,800 - progress Income-bearing investments in tangible assets 1140 - - - 3.3.1. Financial investments 1150 91,293,531 64,028,889 - including: Investments in charter capital of other entities and shares 1151 66,394,345 39,761,251 - Loans provided to entities with terms of over 12 months 1152 24,899,186 24,267,638 Other financial investments 1153 - - - 3.16. Deferred tax assets 1160 687,269 15,396 - 3.4. Other non-current assets 1170 4,716,069 1,115,830 - Total of section I 1100 101,067,149 69,790,822 - 3.5. II. CURRENT ASSETS 1210 22,960 23,105 Inventory Valued added tax on assets acquired 1220 293 - 3.6. Accounts receivable 1230 9,194,040 5,654,235 - including: Accounts receivable with payments due in over 12 months 1231 648,681 2,451,258 from the reporting date Accounts receivable with payments due within 12 months from 1232 8,545,359 3,202,977 - the reporting date 3.3.2. Financial investments 1240 61,993,905 27,670,002 - (other than cash equivalents) including: Investments in charter capital of other entities and shares 1241 - - - Loans provided to entities with terms of less than 12 months 1242 4 993,905 71,742 other financial investments 1243 57,000,000 27,598,260 3.7. Cash and cash equivalents 1250 2,813,819 3,902,651 3.8. Other current assets 1260 30,709 34,399 Total of section II 1200 74,055,726 37,284,392 BALANCE 1600 175,122,875 107,075,214
Note Description Code As of December As of March 11, As of December 31, 2011 2011 31, 2009 3.9. LIABILITIES 1310 6,500,000 6,500,000 III. EQUITY AND RESERVES Charter capital (share capital, charter funds, contributions of partners) Own shares bought from stockholders 1320 ( - ) ( - ) ( - ) Revaluation of non-current assets 1340 - - - Additional capital (without revaluation) 1350 - - - Reserve capital 1360 - - - 3.10. Retained profit (accumulated loss) 1370 53,015,291 56,004,329 - Total of section III 1300 59,515,291 62,504,329 - 3.11. IV. LONG-TERM LIABILITIES 1410 67,600,000 43,000,000 Borrowings Deferred tax liabilities 1420 - - - Estimated liabilities 1430 - - - Other liabilities 1450 - - - Total of section IV 1400 67,600,000 43,000,000 - 3.11. V. SHORT-TERM LIABILITIES 1510 382,824 646,985 Borrowings 3.12. Accounts payable 1520 47,420,128 838,987 - including: Suppliers and contractors 1521 58,224 131,969 - Payroll 1522 1,268 24,184 - Obligations to state non-budgetary funds 1523 1,517 2,695 - Taxes and duties 1524 35,533 27,470 - Other creditors 1525 47,323,586 652,669 - Deferred income 1530 - - - 3.13. Estimated liabilities 1540 204,632 84,913 - Other liabilities 1550 - - - Total of section V 1500 48,007,584 1,570,885 - BALANCE 1700 175,122,875 107,075,214 -
Chairman of the (signature) Anatoly Borisovich Chief (signature) Sergei Vladimirovich Executive Board Chubais Accountant Makshakov
March 12, 2012 Seal: Russian Federation Moscow Open Joint-Stock Company RUSNANO OGRN 1117799004333
7
Profit and Loss Statement for the period from March 11 through December 31, 2011 Codes Form under RCMD 07100002 Company Open Joint-Stock Company RUSNANO Date (dd.mm.yyyy) 31.12.2011 Under RNNBO 94124398 Identification number of taxpayer INN 7728131587 Activities Other financial intermediation Under OKVED 65.2 Form of incorporation /ownership: open joint-stock company/ federal ownership Under OKOPF/OKFS 47 / 12 Units used: thousand rubles Under OKEI 384 Address: 10A Prospekt 60-letiya Oktyabrya, Moscow, Russia, 117036
Note Description Code For the period of For 2010 March 11 to December 31, 2011 3.14. Revenue 2110 2,715,995 - 3.14. Cost of sales 2120 ( 16,420) ( - ) Gross profit (loss) 2100 2,699,575 - Business expenses 2210 ( - ) ( - ) 3.14. Management expenses 2220 ( 3,687,193) ( - ) Profit (loss) from sales 2200 ( 987,618) - Revenue from participation in other entities 2310 - - 3.15. Interest receivable 2320 1,384,110 - 3.11,3.15. Interest payable 2330 ( 3,864,116) ( - ) 3.15. Other revenue 2340 59,833 - 3.15. Other costs 2350 ( 253,120) ( - ) Profit (loss) before taxes 2300 ( 3,660,911) - 3.16. Current profit tax 2410 ( - ) ( - ) 3.16. including permanent tax liabilities (assets) 2421 60,310 - 3.16. Changes in deferred tax liabilities 2430 ( 36 ) - 3.16. Changes in deferred tax assets 2450 671,909 - Other 2460 ( - ) - Net income (loss) 2400 ( 2,989,038) - FOR REFERENCE 2510 - - Revaluation of non-current assets not included in net income (loss) of the period Results of other operations not included in net income 2520 - - (loss) during the period Total financial results for the year 2500 ( 2,989,038) - 3.17. Baseline profit (loss) per share 2900 ( 0.4599) - 3.17. Diluted profit (loss) per share 2910 (0.4599) -
Chairman of the (signature) Anatoly Borisovich Chief (signature) Sergei Vladimirovich Executive Board Chubais Accountant Makshakov
March 12, 2012 Seal: Russian Federation Moscow Open Joint-Stock Company RUSNANO OGRN 1117799004333
Statement of Changes in Equity for the period from March 11 through December 31, 2011
Codes Form under RCMD 07100003 Company Open Joint-Stock Company RUSNANO Date (dd.mm.yyyy) 31.12.2011 Under RNNBO 94124398 Identification number of taxpayer INN 7728131587 Activities Other financial intermediation Under OKVED 65.2 Form of incorporation /ownership: open joint-stock company/ federal ownership Under OKOPF/OKFS 47 / 12 Units used: thousand rubles Under OKEI 384 Address: 10A Prospekt 60-letiya Oktyabrya, Moscow, Russia, 117036
1. Changes in equity Description Code Charter Repurchased Additional Reserve Retained Total capital shares capital capital earnings (accumul ated loss) Equity as of December 31, 2009 3100 ( - ) - - - - In 2010 3210 Increase in equity - total: including: Net income 3211 X X X X Revaluation of property 3212 X X - X - - Revenue directly related to increase in equity 3213 X X X
Additional issuance of shares 3214 - - - X X - Increase in par value of shares 3215 - - - X - X Reorganization of the legal entity 3216 ------
9
Description Code Charter Repurchased Additional Reserve Retained Total equity shares equity equity earnings (accumulated loss) Decrease in equity - total: 3220 ( - ) - ( - ) ( - ) ( - ) < - ) including: loss 3221 X X X X ( - ) < - > Revaluation of property 3222 X X ( - ) X ( - ) < - > Expenses related directly to decrease in 3223 X X ( - ) X ( - ) < - > equity Decrease in par value of share 3224 ( - ) - - X - < - ) Reduction in the number of shares 3225 ( - ) - - X - < - > Reorganization of the legal entity 3226 - - - - - < - > Dividends 3227 X X X X ( - ) < - > Changes to additional equity 3230 X X - - - X Changes to reserve equity 3240 X X X - - X Equity as of March 11, 2011 3200 6,500,000 ( - ) - - 56,004,329 62,504,329 For the period from March 11 through 3310 December 31, 2011, increase in Equity - total: including: net income 3311 X X X X Revaluation of property 3312 X X - X - - Revenue directly related to increase in equity 3313 X X X
Additional issuance of shares 3314 - - - X X - Increase in par value of shares 3315 - - - X - X Reorganization of the legal entity 3316 ------Decrease in equity - total: 3320 ( - ) - ( - ) ( - ) ( 2,989,038) ( 2,989,038) including: loss 3321 X X X X ( 2,989,038) ( 2,989,038) Revaluation of property 3322 X X ( - ) X ( - ) ( - ) Expenses related directly to decrease in 3323 X X ( - ) X ( - ) ( - ) equity Decrease in par value of share 3324 ( - ) - X - ( - ) Reduction in the number of shares 3325 ( - ) - - X - ( - ) Reorganization of the legal entity 3326 - - - - - ( - ) Dividends 3327 X X X X ( - ) ( - ) Changes to additional capital 3330 X X - - - X Changes to reserve capital 3340 X X X - - X Equity as of December 31, 2011 3300 6,500,000 ( - ) - - 53,015,291 59,515,291
2. Adjustments due to changes in accounting policy and corrections of errors Description Code As of Changes in equity in 2010 As of December 31, December due to net due to other factors 2010 31, 2009 income (loss)
Equity – total Before adjustments 3400 - - - - adjustment due to: Canges in accounting policy 3410 - - - - Correction of errors 3420 - - - - After adjustments 3500 - - - - including: Retained profit (accumulated loss); before adjustments 3401 - - - - adjustment due to: Changes in accounting policy 3411 - - - - Correction of errors 3421 - - - - After adjustments 3501 - - - - Other items of equity for which adjustments were made: (by item) Before adjustments 3402 - - - - adjustment due to: Changes in accounting policy 3412 - - - - Correction of errors 3422 - - - - After adjustments 3502 - - - -
11
3. Net assets Description Code As of December 31, As of March 11, 2011 As of December 31, 2011 2009 Net assets 3600 59,515,291 62,504,329 -
Chairman of the (signature) Anatoly Borisovich Chief (signature) Sergei Vladimirovich Executive Board Chubais Accountant Makshakov
March 12, 2012 Seal: Russian Federation Moscow Open Joint-Stock Company RUSNANO OGRN 1117799004333
Cash Flow Statement for the period from March 11 to December 31, 2011
Codes Form under RCMD 07100004 Company Open Joint-Stock Company RUSNANO Date (dd.mm.yyyy) 31.12.2011 Under RNNBO 94124398 Identification number of taxpayer INN 7728131587 Activities Other financial intermediation Under OKVED 65.2 Form of incorporation /ownership: open joint-stock company/ federal ownership Under OKOPF/OKFS 47 / 12 Units used: thousand rubles Under OKEI 384 Address: 10A, Prospekt 60-letiya Oktyabrya, Moscow, Russia, 117036
Note Description Code For the period from For 2010 March 11 through December 31, 2011 Cash flow from current operations 4110 1,451,754 Inflows - total including: 4111 47,709 From sales of goods, products, and services including to subsidiaries and related entities 41111 46,746 - Rent payments, license fees, royalty, commissions, and other 4112 13,376 similar payments including from subsidiaries and related entities 41121 4,596 - Resale of financial investments 4113 - - Sale of shares in other entities 4114 800 - Dividends, interest on loans provided 4115 265,397 - including from subsidiaries and related entities 41151 173,843 - Repayment of loans 4116 103,791 - including from subsidiaries and related entities 41161 65,924 - Other inflows 4119 1,020,681 - including from subsidiaries and related entities 41191 258 - Outflows - total 4120 ( 70,911,742) ( - ) including: 4121 ( 2,045,504) Payment to suppliers (contractors) for raw and other materials, works, services including to subsidiaries and related entities 41211 ( 156,398 ) ( ) Payroll 4122 ( 1,198,925) ( ) Interest on debt obligations 4123 ( 4,128,179) ( ) Tax on profit 4124 ( 871) ( ) Acquisition of shares in other entities 4125 ( 27,609,253) including subsidiaries and related entities 41251 ( 20,815,976) ( ) Loans to other entities 4126 ( 5,478,497) ( " ) including subsidiaries and related entities 41261 ( 5,228,497) ( ) 3.7. Cash in deposit accounts 4127 ( 29,391,349) ( - ) 3.7. Other payments 4129 ( 1,059,164) ( - ) Net cash flow from current operations 4100 ( 69,459,988)
13
Note Description Code For the period from For 2010 March 11 through December 31, 2011 Cash flow from investment operations 4210 1 Inflows - total including: 4211 From sale of non-current assets (except financial investments) From sale of shares (interest) in other entities 4212 1 - From repayment of loans, sale of debt securities (right to demand 4213 cash from others) Dividends, interest on debt financial investments, and similar 4214 receipts from participatory interest in other entities
Other receipts 4219 - - Outflows - total 4220 ( 3,468,351) ( - ) including: 4221 ( 323,861) ( - ) Related to purchase, creation, upgrade, and reconstruction and preparation for use of non-current assets including subsidiaries and related entities 42211 ( 159,265) ( - ) Related to purchase of shares (interest) in other entities 4222 ( 3,144,490) ( - ) including subsidiaries and related entities 42221 ( 3,144,490) ( - ) Related to purchase of debt securities (cash claims to other 4223 ( - ) ( - ) persons), loans provided to other persons Interest on debt obligations included in the cost of investment asset 4224 ( - ) ( - )
Other payments 4229 ( - ) ( - ) Balance of cash flow from investment operations 4200 ( 3,468,350) Cash flow from financial operations 4310 71,841,700 Inflows - total including: 4311 24,600,000 Loans received Cash contributions of owners (members) 4312 - - From issuance of shares, increase of participatory interest 4313 47,241,700 - From issue of bonds, notes and other debt securities etc. 4314 Other receipts 4319 - -
Note Description Code For the period from For 2010 March 11 to December 31, 2011 Outflows - total 4320 ( - ) ( - ) including: 4321 ( - ) ( - ) To owners (members) related to repurchase of their shares (interest) in the entity or their exit from the entity
Payment of dividends and other payments related to profit 4322 ( - ) ( - ) distribution to owners (members) Redemption (repurchase) of notes and other debt securities, 4323 ( - ) ( - ) repayment of loans Other payments 4329 ( - ) ( - ) Balance of cash flows from financial operations 4300 71,841,700 Balance of cash flows for the reporting period 4400 ( 1,086,638) - 3.7. Remaining cash and cash equivalents as of the start of the 4450 3,902,651 reporting period 3.7. Remaining cash and cash equivalents as of the end of the reporting 4500 2,813,819 period Exchange rate difference 4490 ( 2,194)
Chairman of the (signature) Anatoly Borisovich Chief (signature) Sergei Vladimirovich Executive Board Chubais Accountant Makshakov
March 12, 2012 Seal: Russian Federation Moscow Open Joint-Stock Company RUSNANO OGRN 1117799004333
15
Open Joint-Stock Company RUSNANO
Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Table of contents 1. General ...... 18 2. Accounting policy ...... 19 2.1 Fundamentals of financial statement preparation ...... 19 2.2 Assets and liabilities denominated in foreign currency ...... 19 2.3 Short-term and long-term assets and liabilities ...... 20 2.4 Intangible assets ...... 20 2.5 Fixed assets ...... 20 2.6 Financial investments ...... 21 2.7 Inventory ...... 21 2.8 Accounts receivable and accounts payable, other payments ...... 22 2.9 Additional capital, reserve and other funds ...... 22 2.10 Receipts and expenses ...... 22 2.11 Loans...... 23 2.12 Cash and cash equivalents, cash flows ...... 23 2.13 Value added tax ...... 23 2.14 Changes to the accounting policy ...... 23 2.15 Input and comparison data ...... 23 3. Material disclosures ...... 24 3.1 Intangible assets ...... 24 3.2 Fixed assets ...... 25 Changes to the fixed assets in the reporting period...... 25 3.3 Financial investments ...... 26 3.3.1 Long-term financial investments ...... 26 3.3.1.1 Share financial investments ...... 26 3.3.1.2 Debt financial investments ...... 29 3.3.2 Short-term financial investments ...... 30 3.3.3 Information about the financial risks ...... 32 3.4 Other non-current assets ...... 33 3.5 Inventory ...... 34 3.6 Accounts receivable ...... 34 3.7 Cash and cash equivalents ...... 35 3.8 Other current assets ...... 35 3.9 Charter capital ...... 36 3.10 Accumulated profit (uncovered loss) ...... 36 3.11 Borrowings ...... 36 3.12 Accounts payable ...... 38 3.13 Estimated liabilities ...... 39 3.14 Receipts from and expenses incurred in operations ...... 39 3.15 Other receipts and expenses ...... 40 3.16 Income tax payments ...... 41 3.17 Loss per share ...... 41 3.18 Related parties ...... 42 3.19 Contingent liabilities and contingent assets ...... 44 3.20 Events after the reporting date ...... 48
17
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
1. General
Open joint-stock company RUSNANO (hereinafter the “Company”) was established on March 11, 2011, as a result of reorganization of state corporation Russian Corporation of Nanotechnologies in the form of transformation pursuant to Federal Law № 211-FZ On Reorganization of the Russian Corporation of Nanotechnologies dated July 27, 2010, and the resolution of the Russian Government No. 2297-p dated December 17, 2010.
At the time of reorganization, all rights and obligations of state corporation Russian Corporation of Nanotechnologies passed on to the Company.
The Company is registered at the following address: 10A, Prospekt 60-letiya Oktyabrya, Moscow, Russia, 117036.
The key goals of the Company’s business are collaborating to realize state policy for creation and development of a nanoindustry and related innovative infrastructure , financing investment projects for the manufacture of nanotechnology products,, and building technological chains that ensure the development of new nanoindustry production in the Russian Federation
The actual number of the Company’s personnel as of December 31, 2011, was 376 persons (394 persons as of March 11, 2011).
The Company does not have any branches, representative offices, or other segregated subdivisions.
The Company’s financial statements were prepared on the assumption that the Company will continue its operations in the foreseeable future and that it has neither intention nor necessity for liquidation or material reduction in operations.
Pursuant to its long-term development strategy, the Company is planning to earn profit, but not earlier than 2015. In 2012 the Company plans to finance its operations using its own and borrowed resources.
Executive bodies and organs of control
The Board of Directors of the Company as of December 31, 2011, included the following members:
1 V. N. Putilin First Deputy Chairman, Military-Industrial Commission of the Russian Federation (Chairman) 2 I. R. Agamirzyan CEO, RVC 3 A. A. Beltyukov Vice-President, Director for Development and Planning, Skolkovo Foundation 4 V. A. Dmitriyev Chairman, state corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) 5 S. V. Kirienko General Director, ROSATOM State Nuclear Energy Corporation 6 N. V. Klimashin Deputy Secretary. Security Council of the Russian Federation 7 M. V. Kovalchuk Director,e National Research Center Kurchatov Institute 8 M. A. Pogosyan President, United Aircraft Corporation 9 M. D. Prokhorov President, ONEXIM Group 10 S. V. Chemezov General Director, Russian Technologies state corporation 11 A. B. Chubais CEO and Chairman, Executive Board
The Executive Board of the Company as of December 31, 2011, included the following members:
1 A. B. Chubais CEO and Chairman, Executive Board 2 A. B. Malyshev Deputy Chairman, Executive Board 3 Y. M. Urinson Deputy Chairman, Executive Board
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
4 A.G. Svinarenko Deputy Chairman, Executive Board 5 A.P. Losyukov Deputy Chairman, Executive Board 6 O.V. Kiselev Deputy Chairman, Executive Board 7 A.V. Trapeznikov Director, External Communications 8 S. V. Kalyuzhn Director, Scientific and Technological Review 9 Y.A. Udaltsov Director, Innovative Development
The Audit Commission of the Company as of December 31, 2011, included the following members:
1 Y. A. Fyodorov Chairman, Committee for Economic Policy and Entrepreneurship, State Duma of the Russian Federation 2 V. Y. Skobarev Deputy CEO, NP Consult 3 D. V. Skripichnikov Deputy Director, Corporate Governance Department, Ministry of Economic Development of the Russian Federation 4 Y. N. Negasheva Chairman, Board of Directors, BusinessAlliance 5 O. Y. Demidov Director, Department of Innovation and High Technologies, state corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank)
2. Accounting policy 2.1 Fundamentals of financial statement preparation
The financial statements were prepared pursuant to Federal Law No. 129-FZ dated November 21, 1996, On Accounting and the Regulation on Accounting Records and Financial Reporting in the Russian Federation approved by Order No. 34n of the Ministry of Finance dated July 29, 1998, and current Regulations on Accounting Operations.
2.2 Assets and liabilities denominated in foreign currency
The assets and liabilities of the Company denominated in foreign currencies are accounted for pursuant to Accounting Regulation 3/2006, Accounting for Assets and Liabilities Denominated in Foreign Currencies, approved by Order No. 154n of the Ministry of Finance dated November 27, 2006 (as amended).
The value of the cash on hand, cash in the Company’s bank accounts (bank deposits) denominated in foreign currencies was converted to rubles as of the date of the foreign currency transaction and as of the reporting date. The value of such assets was not recalculated to reflect the exchange rate difference.
The exchange rate differences arising when transactions are carried out in foreign currencies are reflected in the accounting records as part of other receipts or other expenses.
The positive and negative exchange rate differences are shown in the financial statements in short form.
The exchange rates set by the Bank of Russia as of December 31, 2011:
• RUB 32.1961 per USD 1 • RUB 41.6714 per EUR 1
2.3 Short-term and long-term assets and liabilities
In the statements, assets and liabilities are classified as short-term if their maturity term is not more than 12 months after the reporting date. The remaining assets and liabilities are shown as long-term.
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Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
2.4 Intangible assets Intangible assets are accounted for pursuant to Accounting Regulation 14/2007, Accounting for Intangible Assets, approved by Order No. 153n of the Ministry of Finance dated December 27, 2007 (as amended).
In the financial statements, intangible assets are shown at their original value less accumulated amortization.
Intangible assets with an established useful life are amortized using the linear method.
Useful life of an intangible asset is determined on the basis of the validity period of the organization’s rights to the intellectual property or the individualization means and the period of control over the asset during which the organization intends to enjoy economic benefits.
Useful life of intangible assets for the purposes of amortization:
Intangible assets Useful life, years Exclusive rights to infographics, video fragments, 1-2 illustrations, pictures related to projects Exclusive rights to automatic and software systems 2-3 Exclusive rights to project Strategy of Information 3-5 Technology Development in Russian Nano-Industry Exclusive right to the design concept of the external 5-7 architectural lighting of the building Exclusive rights to the know-hows, trademarks 7-10 Website 15-20
2.5 Fixed assets
Fixed assets are accounted for pursuant to Accounting Regulation 6/01, Accounting for Fixed Assets, approved by Order No. 26n of the Ministry of Finance dated March 30, 2001 (as amended).
Fixed assets are entered into accounting records at their original value. The original value of purchased fixed assets is the actual cost of acquisition, mounting, and production less recoverable taxes.
Assets that satisfy the conditions specified in Clause 4 of Accounting Regulation 6/01 and whose value is equal to or less than RUB 40 thousand each are accounted for as inventory.
In the financial statements, fixed assets are shown at their original value less the accumulated depreciation.
Depreciation of fixed assets is performed using the linear method.
When determining useful life, which is necessary to calculate depreciation of fixed assets, the Company uses the Classification of Fixed Assets Included in Depreciation Groups approved by Decree of the Russian Government No. 1 dated January 1, 2002 (as amended).
Clause 20 of Accounting Regulation 6/01, Accounting for Fixed Assets, establishes the useful life of fixed assets (in years) used for calculating depreciation:
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Fixed assets Useful life Equipment (including computers) 2-7 Production and utility equipment 5-7 Buildings 30 Structures 15 Other fixed assets 5-20
No revaluation of fixed assets has been carried out.
Leased fixed assets are accounted for on an off-balance account at the value provided in the agreement or acceptance statement for such fixed assets.
In the financial statements, fixed asset purchase transactions in progress and capital expenditures in progress towards fixed assets are recorded as part of fixed assets.
2.6 Financial investments
Financial investments are accounted for pursuant to Accounting Regulation 19/02, Accounting for Financial Investments, approved by Order No. 126n of the Ministry of Finance dated December 10, 2002 (as amended).
Financial investments are entered into accounting records at actual cost of acquisition subject to the requirements of Accounting Regulation 19/02.
The cost of information and consultancy services incurred by the Company during the pre-investment stage are considered as expenses and are not included in the original value of financial investments.
The Company’s shares of financial investments are presented with investments in charter capital. are shown at original cost.
The Company’s debt financial investments are presented with bank deposits with lending institutions and loans extended.
Verification of the devaluation of financial investments is carried out at least once a year per value as of December 31 of the reporting period when there are indications of devaluation.
The Company does not perform evaluation of loans it extends at discounted value.
2.7 Inventory
The inventory is accounted for pursuant to Accounting Regulation 5/01, Accounting for Inventory, approved by Order No. 44n of the Ministry of Finance dated June 09, 2001 (as amended).
Inventory is entered into accounting records at acquisition cost. Actual acquisition cost of inventory includes: amounts to be paid under the agreement, customs duties, non-recoverable taxes, fees to be paid to intermediary organization, costs of preparing and delivering inventory, and other costs directly related to procurement of inventory.
The actual cost of inventory remaining after the retirement of fixed assets and other property is determined from the value of possible use as of the date of entry into accounting. The value of possible use means the monetary resources that may be obtained as a result of sale of the assets.
When releasing raw materials for production, management needs, other retirement, or use, or, materials are written off using their average cost.
21
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
2.8 Accounts receivable and accounts payable, other payments
Receivables from customers are determined from prices specified in agreements between the Company and customers, inclusive of VAT.
Accounts payable to suppliers and other creditors are determined from the sum of invoices accepted for payment and from accrued liabilities.
The costs of purchasing non-exclusive rights to software, expenditures for licenses, payments for voluntary insurance for employees with terms of use exceeding 12 months appear in financial statements as part of non-current assets, with terms of use over 12 months—as other current assets.
The financial statements show the balanced (wound up) amount of deferred tax assets and deferred tax liabilities.
Estimated liabilities, contingent liabilities, and contingent assets are accounted for pursuant to Accounting Regulation 8/2010, Estimated Liabilities, Contingent Liabilities, and Contingent Assets, approved by Order No. 167n of the Ministry of Finance dated December 13, 2010.
2.9 Additional capital, reserve and other funds
The Company’s additional capital is formed from additional paid-in capital earned through selling shares of stock at a price higher than par value and exchange rate differences related to payments to and from founders in connection with contributions to the Company’s charter capital.
Pursuant to the charter, the Company is forming a reserve fund equal to 5 percent of the Company’s charter capital. The reserve fund is formed by mandatory annual contributions equal to 5 percent of net income until the fund reaches the amount specified in the charter.
The Company’s reserve fund is to be used to cover the Company’s losses, to redeem the Company’s bonds, and to repurchase the Company’s shares in the absence of other cash. The Company’s reserve fund may not be used for any other purposes.
As of December 31, 2011, the reserve fund had not been established.
2.10 Receipts and expenses
Receipts are accounted for pursuant to Accounting Regulation 9/99, Receipts of Organizations, approved by Order No. 32n of the Ministry of Finance dated May 06, 1999 (as amended).
Revenue from operations includes receipts from financing investment projects, including receipts from financial investments and other receipts related to exit from investment projects.
Expenses are accounted for pursuant to Accounting Regulation 10/99, Expenses of Organizations, approved by Order No. 33n of the Ministry of Finance dated May 06, 1999 (as amended).
The cost of the goods, works, or services sold includes the cost of realizing financial investments (shares, loans) and other expenses related to exit from investment projects.
Expenses related to the Company’s core operations, including tangible costs, payroll, insurance premiums, depreciation and other costs, are shown in account 26, General Business Expenses, and are written off monthly to account 90, Sales,. In the financial statements, the Company records these expenses as part of management expenses.
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Among other receipts and expenses of to the Company are interest on bank deposits, bank interest on balances in payment accounts, positive and negative exchange rate differences.
2.11 Credit and loans
Expenses related to loans are shown separately in the financial statements from the principal of the debt under a loan.
Additional expenses directly related to receiving loans, placing borrowed funds, are included in expenses in the reporting period during which they were incurred.
Interest and/or discount on bonds and notes issued appear as expenses in equal installments during the whole term of the loan agreement.
2.12 Cash and cash equivalents, cash flows
When preparing the cash flow statement, cash equivalents include on-demand deposits in lending institutions.
Cash flows in foreign currencies are converted to rubles at the official exchange rate of the Bank of Russia as of the date a payment is received or made.
2.13 Value added tax
The Company separately accounts for VAT on goods (works, services) purchased pursuant to Article 170 of the Russian Tax Code and RUSNANO’s Regulation on Separate Accounting for Receipts and Expenses, VAT Amounts on Goods (Works, Services), Property Rights Purchased approved by Order No. 477 of the Company dated September 05, 2011.
2.14 Changes to accounting policy
Pursuant to Accounting Regulation 1/2008, Accounting Policy in Organizations, approved by Order No. 106n of the Ministry of Finance dated October 06, 2008, the Company’s accounting policy for 2011 was approved within 90 days after the state registration of the Company.
The Company is not planning to make any material changes to the accounting policy for 2012 as compared to 2011.
2.15 Input and comparison data
For the purposes of fuller presentation of information about the Company’s financial position, the financial statements for the period from March 11 through December 31, 2011, contain balance sheet data as of March 11, 2011, the starting date of the reporting period (reorganization date).
3. Material disclosures 3.1 Intangible assets
The intangible assets contain the exclusive rights to video fragments and graphics purchased under a disposal agreement, exclusive rights to trademarks, and other intangible assets.
Changes to intangible assets for the reporting period: RUB thousand
23
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Description as of March 11, Changes during the period as of December 31, 2011 2011 Original Accumul Received Retired Amortiz Original Accumul value ated ation value ated amortiza accrued amortizat tion ion Exclusive rights to specialized 24,838 - - - (9,776) 24,838 (9,776) information and communication resource Exclusive rights to project 23,010 - - - (3,765) 23,010 (3,765) Strategies for Development of Information Technology in the Nanoindustry in Russian Exclusive rights to know-how 20,650 - - - (1,690) 20,650 (1,690) Feasibility Study for Introducing RFID Х5 Magazin Budushchego (Future Store) Exclusive rights to automatic 19,884 - 28,178 - (7,513) 48,062 (7,513) and software systems Exclusive rights to the 7,850 - - - (3,533) 7,850 (3,533) classification project in which the Company participates by degree of potential danger Exclusive rights to trademarks 7,510 - - - (661) 7,510 (661) Exclusive right to the design 4,720 - - - (732) 4,720 (732) concept of the external architectural lighting of the building Exclusive rights to 2,166 - - - (2,140) 2,166 (2,140) infographics, video fragments, illustrations, pictures related to projects Other 4,466 - - - (1,502) 4,466 (1,502) Total 115,094 - 28,178 - (31,312) 143,272 (31,312)
As of December 31, 2011, the value of fully amortized intangible assets, which includes exclusive rights to infographics, video fragments, illustrations, and pictures related to projects exclusive of amortization, was RUB 1,902 thousand.
During the reporting period, the Company did not discover any factors pointing to the necessity to adjust the useful lives and the methods of amortization of intangible assets.
No reserve to cover the impairment of intangible assets was established due to the absence of indications of such impairment.
Information about changes and existence of intangible asset purchases in progress for the reporting period: RUB thousand Description as of March Changes during the period as of 11, 2011 Expenses during Entered as December 31, the period intangible assets 2011
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Intangible asset purchases in 2,434 26,570 (28,178) 826 progress
The Company incurred expenses related to the purchase of non-exclusive rights and licenses. In accounting records, such expenses are shown in account 97, Costs of future periods.
Non-exclusive rights and licenses with the useful lives of over 12 months are shown in financial statements as part of other non-current assets, those with useful lives of less than 12 months—as part of other current assets.
Changes in intangible assets obtained for use and accounted for off-balance during the reporting period: RUB thousand
Cost of acquisition as of March 11, Changes during the period as of December 2011 Entered Retired 31, 2011 Right to use 114,314 14,503 (38,029) 90,788 including: - Software 114,301 14,384 (38,019) 90,666 Legal databases 13 119 (10) 122 Licenses, certificates 1,692 - (1,692) - Other 5,370 1,393 (5,370) 1,393 Total 121,376 15,896 (45,091) 92,181
3.2 Fixed assets
Changes to the fixed assets during the reporting period: RUB thousand
as of March 11, Changes during the period as of December 31, 2011 2011 Fixed assets Original Accumul Obtaine Retired Deprecia Original Accumul value ated d Original Accum tion value ated deprecia value ulated accrued depreciat tion depreci ion ation Buildings 3,106,716 - - - - (78,762) 3,106,716 (78,762) Structures and 257 - - - - (13) 257 (13) energy transfer devices Machinery and 1,244,018 - 156,292 (2,210) 2,155 (385,932) 1,398,100 (383,777) equipment Production and 116,077 - 19711 (45) 30 (28,308) 135,743 (28,278) utility equipment Other types of 3,311 - 1,856 - - (1,544) 5,167 (1,544) fixed assets Total 4,470,379 - 177,859 (2,255) 2,185 (494,559) 4,645,983 (492,374) As of December 31, 2011, the value of fully depreciated fixed assets exclusive of depreciation was RUB 38,966.
Changes to the value of fixed assets as a result of additional construction, equipment, and
25
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
reconstruction during the reporting period: RUB thousand
Description period from March 11 through December 31, 2011 Increase to the fixed assets as a result of further construction, 71,350 equipment provision, reconstruction - total including: machinery and equipment 69,384 production and utility equipment 1,966
Information about changes and existence of construction in progress and fixed asset purchase and upgrade transactions in progress during the reporting period: RUB thousand
Description as of March Changes during the period as of 11, 2011 Expenses Written off Entered as December 31, for the fixed assets 2011 period
Fixed asset acquisition 42,800 240,458 (1,514) (177,859) 103,885 transactions in progress
As of December 31, 2011, the value of leased fixed assets accounted for off-balance was RUB 1,669 thousand (as of March 11, 2011—RUB 842 thousand). The leased fixed assets are accounted for on an off-balance account at the value specified in the agreement or acceptance statement for such fixed assets.
3.3 Financial investments 3.3.1 Long-term financial investments
The Company’s long-term financial investments shown in line 1150 on the Balance Sheet as of the end of the reporting period are RUB 91,293,531 thousand (as of March 11, 2011—RUB 64,028,889 thousand).
Long-term financial investments include investment in the charter capital of entities and stock and loans provided for a term of over one year.
3.3.1.1 Share financial investments
Changes in long-term financial investment for the reporting period: RUB thousand
Description as of March Changes during the period as of December 11, 2011 Accepted Retired 31, 2011 Stock in Russian issuers 8,186,544 2,862,556 (800) 11,048,300 CJSC Innovation-Production 1,528,020 - (800) 1,527,220 Technopark Idea * CJSC Fiber Optic Systems* - 1,295,020 - 1,295,020 CJSC TRACKPORE 1,290,185 - - 1,290,185 TECHNOLOGY Holding Company*
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
CJSC Plackart* 1,220110 - - 1,220,110 CJSC Galileo Nanotech* 923,296 - - 923,296 CJSC Optogan* 323,310 506,996 - 830,306 CJSC Uralplastic-N* 576,010 - - 576,010 CJSC New Instrumental 500,300 - - 500,300 Solutions* CJSC METACLAY* 441,010 - - 441,010 CJSC Profotech * 392,020 - - 392,020 CJSC RM Nanotech* - 350,016 - 350,016 CJSC NEVZ-CERAMICS* - 336,000 - 336,000 CJSC Microbor Nanotech* 233,985 - - 233,985 CJSC Prepreg-ACM* 192,000 - - 192,000 CJSC NikoMag* 166,688 - - 166,688 CJSC SUN Innovations* 166,010 - - 166,010 CJSC SemiTEq* - 136,463 - 136,463 CJSC Erbitech* - 110,000 - 110,000 CJSC NBT* 103,600 - - 103,600 OJSC Rusnano-Inform * 79,999 - - 79,999 CJSC Nanocoatings-Atom * - 78,000 - 78,000 CJSC Advanced Technologies 0,1 50,000 - 50,000 Center* CJSC MANEL* 50,000 - - 50,000 CJSC ELVIS-NeoTech* - 50 - 50 Other 1 11 - 12 Stock in foreign issuers 10,974,304 15,589,090 26,563,394
Fonds Rusnano Capital S.А. 6131,172 3,144,489 - 9,275,661 (Luxembourg)* Plastic Logic Holding plc 4,647,465 2,478,648 - 7,126113 (Ireland)* SHERIGO RESOURCES - 3,000,058 - 3,000,058 LIMITED (British Virgin Islands)* Monocrystal Holdings N.V. - 1,177,163 - 1,177,163 (Netherlands) Joule Global Holdings B.V. - 1,080,380 - 1,080,380 (Netherlands) Crocus Technology SA - 840,456 - 840,456 (France) NANOLEK HOLDING - 627,000 - 627,000 LIMITED (Cyprus)* NESSCAP ENERGY INC. - 605,627 - 605,627 (Canada)* SiTime Corporation (USA) - 412,541 - 412,541 Advenira Enterprises, Inc. - 209,365 - 209,365 (USA)* Rusnano Capital AG 195,027 - - 195,027 (Switzerland)* BiOptix Diagnostics, Inc. - 129,340 - 129,340
27
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
(USA)* RUSNANO ISRAEL LTD - 1,800 - 1,800 (Izrael)* Aspherica B.V (Netherlands)* 640 - - 640 Other 1,882,223 - 1,882,223 Participation in charter capital 20,026,403 8,107,248 28,133,651
SITRONICS-Nano LLC* 6,480,008 - - 6,480,008 Hevel LLC* 3,705,086 - - 3,705,086 CUTTING EDGE - 2,599,902 - 2,599,902 TECHNOLOGIES LLC* Lithium-Ion Technology LLC* 2,081,429 - - 2,081,429 Crocus Nano Electronics LLC* - 1,563,090 - 1,563,090 IRE-Polus STC LLC* 767,997 564,704 - 1,332,701 TMK-INOX LLC* 1,000,020 298,500 - 1,298,520 DANAFLEX-NANO LLC* 1,134,646 65,374 - 1,200,020 Rosana LLC* 1,117,140 - - 1,117,140 SynBio LLC* - 900,020 - 900,020 Thermoelectric Innovative 600,020 - - 600,020 Technologies LLC* Germanium and Applications 590,010 - - 590,010 LLC* Virial LLC* 261,193 240,306 - 501,499 Russian Quartz LLC* - 374,990 - 374,990 Hematological Corporation 193,020 134,000 - 327,020 LLC* SIGMA Innovations LLC* 324,000 - - 324,000 LED Microsensor NT LLC* - 310,031 - 310,031 Pruzhina Scientific and 279,954 - - 279,954 Production Center LLC* Connector Optics LLC* 270,060 - - 270,060 NTPharma LLC* 227,000 - - 227,000 Galen LLC* - 200,000 - 200,000 ESTO-Vacuum LLC* - 198,520 - 198,520 Unicom LLC* 188,472 - - 188,472 RST-Invent LLC* - 187,008 - 187,008 RMT Company LLC* 84,020 65,947 - 149,967 Technology Transfer Center 69,700 77,500 - 147,200 LLC* Mitotekh LLC 95,000 46,500 - 141,500 Optosense LLC* 136,400 - - 136,400 RPC NANOELECTRO LLC* - 110,020 - 110,020 VLADPOLYTEX LLC* 24,945 76,228 - 101,173 MCLR LLC 90,000 - - 90,000 ECM LLC* 70,000 - - 70,000 SIGMA Novosibirsk LLC* 66,000 - - 66,000 Neutron Technologies LLC* 50,020 - - 50,020 PET-Technology LLC* - 50,000 - 50,000
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Future Store LLC* - 44,092 - 44,092 RUSCHEMBIO LLC* 42,909 - - 42,909 Nanotech-Dubna STTC LLC* 35,020 - - 35,020 SIGMA Tomsk LLC* 33,000 - - 33,000 RUSNANO Metrological 8,999 - - 8,999 Center LLC* AEROLIFE LLC* - 450 - 450 European XFEL GmbH 291 - - 291 (Germany)* ICM Glass LLC* - 50 - 50 NanoDerm-Profi LLC - 6 - 6 ICM Glass Kaluga LLC* - 5 - 5 Yermakovskaya Mining and - 5 - 5 Metallurgical Company LLC* Other 44 - - 44
Shares in closed-end share 574,000 75,000 - 649,000 investment fund CSIF HRI Indstury Fund for 375,000 - - 375,000 Introducing Nanotechnology in Metallurgy Industry* (managed by SBERINVEST Asset Management) CSIF HRI Skolkovo Nanotech* 150,000 - - 150,000 (managed by Troika Dialog Management Company) CSIF HRI DFJ VTB Capital - 75,000 - 75,000 Aurora Nanotechnology and Innovation Fund* (managed by CJSC VTB Capital Asset Management) CSIF HRI Advanced 49,000 - - 49,000 Nanotechnologies (managed by SM.art Management Company) Total 39,761,251 26,633,894 (800) 66,394,345 (*)Tthese entities were related parties of the Company as of December 31, 2011.
As of December 31, 2011, there are no share financial investments for which the current market value is determined.
No reserve for devaluation of financial investments has been made because the Company has not discovered any factors that require establishment of reserves to cover the devaluation of financial investments pursuant to Clause 37 of Accounting Regulation 19/02, Accounting for Financial Investments.
3.3.1.2 Debt financial investments
Changes in long-term debt financial investments for the reporting period: RUB thousand Loans provided as of March 11, Changes during the period as of 2011 Originated Transferred December 31, to/from short- 2011 term
29
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Hevel LLC* 9,820,000 - - 9,820,000 Usolie-Sibirsky Silicon LLC* 4,500,000 - (4,500,000) -
Lithium-Ion Technology 3,397,500 352,500 (158,300) 3,591,700 LLC* CJSC Prepreg-ACM* 3,060,000 - - 3,060,000 CJSC Optogan* 1,513,029 132,765 - 1,645,794 SITRONICS-Nano LLC* - 1,427,998 - 1,427,998 CJSC NikoMag* - 780,000 - 780,000 CJSC METACLAY* 509,000 151,000 - 660,000 NTPharma LLC* 470,000 150,000 - 620,000 ICM Glass Kaluga LLC* - 602,353 - 602,353 CJSC Microbor Nanotech* 256,538 150,000 17,538 424,076 CJSC Uralplastic-N* 50,016 355,850 (39,670) 366,196 Pruzhina Scientific and - 350,228 - 350,228 Production Center LLC* CJSC ELVIS-NeoTech* - 240,000 - 240,000 TBM LLC - 235,294 - 235,294 CJSC RM Nanotech* - 230,000 - 230,000 Bebig LLC 209,851 - (8,744) 201,107 CJSC Galileo Nanotech* 45,000 113,000 - 158,000 Connector Optics LLC* - 116,779 - 116,779 OJSC Otkrytie Khanty- 132,496 - (37,166) 95,330 Mansiysk Leasing Company CJSC SUN Innovations* - 88,889 - 88,889 Optosense LLC* 74,208 8,324 - 82,532 Unicom LLC* 230,000 - (157,090) 72,910 RMT Company LLC* - 30,000 - 30,000 Total 24,267,638 5,514,980 (4,883,432) 24,899,186 (*) These entities were related parties of the Company as of December 31, 2011.
3.3.2 Short-term financial investments
The Company’s short-term financial investments as of the end of the reporting period include loans provided for a term of less than one year and the Company’s deposits with financial and lending institutions with a maturity of less than on year.
Weighted average rate of return on deposits in the reporting period was 6.79% per annum.
Changes in short-term financial investments shown in line 1240 of the Balance Sheet for the reporting period: RUB thousand
Description as of March Changes during the period as of 11, 2011 Originated Transferred Repaid December 31, to/from long- 2011 term Loans provided 71,742 142,522 4,883,432 (103,791) 4,993,905 Usolie-Sibirsky Silicon - - 4,500,000 - 4,500,000 LLC*
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Lithium-Ion Technology - 65,000 158,300 (50,000) 173,300 LLC* Unicom LLC* - - 157,090 - 157,090 CJSC Uralplastic-N* - 14,058 39,670 - 53,728 ICM Glass Kaluga LLC* - 37,647 - - 37,647 OJSC Otkrytie Khanty- 38,280 - 37,166 (37,867) 37,579 Mansiysk Leasing Company TBM LLC - 14,706 - - 14,706 CJSC SUN Innovations* - 11,111 - - 11,111 Bebig LLC - - 8,744 - 8,744 CJSC Microbor Nanotech* 33,462 - (17,538) (15,924) - Shares - 15,620 - (15,620) - CJSC International - 15,620 - (15,620) - Innovative Nanotechnology Center Deposits 27,598,260 83,000,000 - (53,598,260) 57,000,000 in rubles 27,500,000 83,000,000 - (53,500,000) 57,000,000 in euros 98,260 - - (98,260) - Total 27,670,002 83158142 4,883,432 (53,717,671) 61,993,905 (*) Entities were related parties of the Company as of December 31, 2011.
On December 23, 2011, a framework agreement was made among RUSNANO, Sberbank of Russia, Eurasian Development Bank, Sberbank Capital LLC, and SHERIGO RESOURCES LIMITED pursuant to which the debt was restructured and additional financing provided to Usolie-Sibirsky Silicon LLC, controlled by SHERIGO RESOURCES LIMITED. As a result of restructuring, the Company’s share in SHERIGO RESOURCES LIMITED will exceed 50%. Restructuring is expected to be completed during the second quarter of 2012.
During the restructuring in 2011, the Company paid RUB 3,000,058 thousand into the charter capital of SHERIGO RESOURCES LIMITED. Pursuant to the terms and conditions of the framework agreement, the Company’s additional investment in SHERIGO RESOURCES LIMITED will be RUB 6,400 million.
Under the above agreement, the amounts received by SHERIGO RESOURCES LIMITED from additional issues of shares will be used towards repayment of the loan provided by the Company to Usolie-Sibirsky Silicon LLC in 2009 in the amount of RUB 4,500,000 thousand and RUB 1,043,458 thousand in accrued interest as well as towards financing of the operations of SHERIGO RESOURCES LIMITED.
Deposits with lending institutions as of December 31, 2011: RUB thousand
Lending institution Deposit currency Term Amount Beginning End OJSC Sberbank of Russia Russian ruble December 2011 September 2012 20,000,000 OJSC VTB Bank Russian ruble November 2011 November 2012 20,000,000 OJSC Promsvyazbank Russian ruble November 2011 May 2012 5,000,000 OJSC Promsvyazbank Russian ruble December 2011 March 2012 2,000,000 OJSC NOMOS BANK Russian ruble October 2011 January 2012 5,000,000 OJSC NOMOS BANK Russian ruble October 2011 January 2012 5,000,000
31
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Total 57,000,000
Deposits with lending institutions as of March 11, 2011: RUB thousand Lending institution Deposit Term Amount currency Beginning End OJSC Bank Saint Petersburg Russian ruble December 2010 April 2011 5,000,000 OJSC Bank Saint Petersburg Russian ruble February 2011 July 2011 5,000,000 OJSC Promsvyazbank Russian ruble December 2010 April 2011 2,000,000 OJSC Promsvyazbank Russian ruble February 2011 March 2011 1,000,000 Bank of Moscow (OJSC) Russian ruble February 2011 May 2011 4,500,000 OJSC NOMOS BANK Russian ruble February 2011 May 2011 5,000,000 Vozrozhdenie Bank (OJSC0 Russian ruble February 2011 May 2011 5,000,000 OJSC Alfa Bank Euro December 2010 April 2011 98,260 Total 27,598,260
3.3.3 Information about the financial risks
Currency risk
Company management determines and regularly controls tolerable levels of currency risk in financial investments. The following table presents the grouping of financial investments exposed to currency risk as of December 31, 2011: RUB thousand
Currency Shares Participation Deposits Total in charter capital USD 15,955,492 - - 15,955,492 Euro 10,411,075 291 - 10,411,366 Swiss franc 195,027 - - 195,027 Israeli shekel 1,800 1,800 Total 26,563,394 291 - 26,563,685
as of March 11, 2011: RUB thousand Currency Shares Participation Deposits Total in charter capitals USD 6131,172 - - 6131,172 Euro 4,648105 291 98,260 4,746,656 Swiss franc 195,027 - - 195,027 Total 10,974,304 291 98,260 11,072,855
Credit risk
The Company’s debt financial investments are exposed to credit risk. The above risk is the risk that the issuer (debtor) will not be able to perform, fully or partially, its obligations to the Company related to these financial investments.
The following table presents the total value and types of financial investments exposed to currency risks. RUB thousand
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Type of financial investment As of December 31, As of March 11, 2011 2011 Deposits with lending institutions 57,000,000 27,598,260 Loans provided 29,893,091 24,339,380 Total 86,893,091 51,937,640
The borrowers’ financial positions are evaluated during preliminary due diligence of investment projects, carried out pursuant to the Company’s internal regulations, and as of the date of annual financial statements.
Loans, deposits, and interest are being repaid pursuant to the approved schedule.
Interest-rate risk
The Company is exposed to interest-rate risk, which is expressed as the volatility in average market interest rates. The following tables show debt financial investments by their maturity periods.
Financial investments exposed to interest-rate risk as of December 31, 2011: RUB thousand Type of financial Maturity period Total investment On 1-6 months 6-12 1-3 years Over 3 demand months years Deposits with lending - 17,000,000 40,000,000 - - 57,000,000 institutions Loans provided - 4,692,358 301,547 10,995,893 13,903,293 29,893,091
Financial investments exposed to interest-rate risk as of March 11, 2011: RUB thousand Type of financial Maturity period Total investment On 1-6 months 6-12 1-3 years Over 3 demand months years Deposits with lending - 27,598,260 - - - 27,598,260 institutions Loans provided - 31,507 40,235 8,910,885 15,356,753 24,339,380
3.4 Other non-current assets
The breakdown of other non-current assets shown in line 1170 on the Balance Sheet: RUB thousand Description as of December 31, as of March 11, 2011 2011 Advance payments to procure long-term financial 4,352,568 776,766 investments Advance payments to procure fixed assets and 311,263 256,518 intangible assets Expenses incurred to purchase non-exclusive 52,048 82,396 rights and licenses for a term of over 12 months Expenses incurred to procure long-term financial 190 150 investments Total 4,716,069 1,115,830
3.5 Inventory
33
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Inventory and changes in inventory during the reporting period: RUB thousand Description as of Changes during the period Turnover of as of March 11, Receipts and Retired inventory December 2011 expenses between 31, 2011 groups Inventory - total 23,105 23,751 (23,896) - 22,960 including: Received during disassembly 10,343 723 - - 11066 Souvenirs and promotional 3,770 8,093 (6,944) - 4,919 items Equipment and maintenance 1,219 9,367 (10,050) 5 541 accessories Other 7,773 5,568 (6,902) (5) 6,434
During the reporting period, no inventory was pledged.
No reserve was made to cover devaluation of inventory during the reporting period due to the absence of indicators of devaluation of such inventory.
As of December 31, 2011, the inventory kept in custody and accounted for off-balance was RUB 15 thousand (as of March 11, 2011—RUB 11 thousand).
3.6 Accounts receivable
Breakdown of long-term accounts receivable shown in line 1231 of the Balance Sheet:
RUB thousand Description as of December as of March 11, 31, 2011 2011 Other debtors 648,681 2,451,258 including: Receipts payable under loans provided 647,266 2,449,607 - Advances paid 1,415 1,651 Total 648,681 2,451,258
Breakdown of short-term accounts receivable shown in line 1232 of the Balance Sheet: RUB thousand Description as of December 31, as of March 11, 2011 2011 Buyers and customers 103,778 1,625 Advances paid to suppliers of goods, works, services 166,112 66,095 Other debtors 8,275,469 3,135,257
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
including: - Excess payment of taxes and duties 13,175 6,962 - Excess payment to off-budget funds 3,016 3,179 - Other debtors of them 8,259,278 3,125,116 : Payments related to the construction of the European X- 3,040,474 2,185,293 Ray Laser Project installation - Payments related to interest receivable under deposits and 579,646 214,972 payment accounts - Interest receivable under loans provided 4,633,042 703,875 - Other 6,116 20,976 Total 8,545,359 3,202,977
As of December 31, 2011, the amount of receivables from customers equal to RUB 37,991 thousand was denominated in foreign currency (USD).
During the reporting period, unrecoverable debt was written off in the amount of RUB 77 thousand.
No reserve to cover bad debts was made in the absence of factors that require such reserve to be made pursuant to Clause 70 of Order No. 34n of the Russian Ministry of Finance dated July 29, 1998 On Approval of the Regulation on Accounting and Financial Statements in the Russian Federation.
3.7 Cash and cash equivalents
Cash includes: RUB thousand Description as of December as of March 11, 31, 2011 2011 Cash denominated in rubles on hand and in bank accounts 2,720,442 3,869,443 Cash denominated in foreign currencies on hand and in bank 93,377 33,208 accounts Total 2,813,819 3,902,651
The Company’s cash flows from the current operations include: - Receipts from provision of suretyship - Rent receipts - Receipts of dividends and interest on loans provided - Receipts from repayment of loans provided - Receipts from sale of shares - Receipts of interest on balances in payment and deposit accounts with lending institutions - Provision of loans to other entities - Payments related to purchase of shares in other entities (interest in charter capital)
Cash flows related to placement of cash in deposit accounts are shown in the Cash Flow Statement in a wound-up form in line 4127, Placement in deposit accounts.
Cash flows related to value-added tax as part of receipts from buyers and customers, payments to suppliers and contractors, and payments into the budget system of the Russian Federation are shown in the Cash Flow Statement in a wound-up form in line 4129, Other payments.
Cash flows denominated in foreign currencies are converted into rubles at the official exchange rate for the relevant currency published by the Bank of Russia on the date of receiving or making payments.
35
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
As of December 31, 2011, the amount of opened but unused lines of credit was RUB 4,400,000 thousand (as of March 11, 2011—RUB 10,000,000 thousand).
3.8 Other current assets
The breakdown of other current assets shown in line 1260 of the Balance Sheet: RUB thousand Description as of December 31, as of March 11, 2011 2011 Expenditures to purchase non-exclusive rights and 27,664 22,953 licenses with the terms of less than 12 months Expenditures for voluntary insurance for employees 1,680 11,381 VAT paid as tax agent 1,275 - Other 90 65 Total 30,709 34,399
3.9 Charter capital
As of December 31, 2011, the Company’s charter capital contained 6,500,000,000 registered uncertified shares of ordinary stock with the par value of RUB 1 each.
The Company’s charter capital is RUB 6,500,000 thousand.
The Company’s charter capital was formed on March 11, 2011, as a result of reorganization in the form of transformation (Clause 1 of the Notes) in the amount RUB 6,500,000 thousand.
The sole shareholder of the Company (the owner of 100% shares of the Company’s outstanding stock) is the Russian Federation represented by the Federal Agency for State Property Management.
All the issued shares of stock have been paid in full.
In the fourth quarter of 2011, the Company announced, in addition to the outstanding stock, that it would issue 47,241,700,000 registered uncertified shares of ordinary stock with par value RUB 1 each to the total value of RUB 47,241,700 thousand at par value.
The decision to issue additional securities was registered on October 06, 2010, by the Federal Financial Markets Service pursuant to the requirements of Federal law NO. 39-FZ On Securities Market dated April 22, 1996.
The additionally stock was placed in full during the fourth quarter of 2011.
Because the report on the additional issue had not been registered by the Federal Financial Markets Service as of December 31, 2011, the amount of announced but not registered shares in the amount of RUB 47,241,700 thousand is shown in line 1525 on the Balance Sheet as part of other accounts payable.
3.10 Accumulated profit (uncovered loss)
Accumulated profit of the Company’s as of March 11, 2011 was RUB 56,004,329 thousand shown in the financial statements according to the rules of accounting for reorganization in the form of transformation.
During the reporting period, the Company incurred losses of RUB 2,989,038 thousand.
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Accumulated profit of the Companyas of December 31, 2011, was RUB 53,015,291 thousand.
Losses during the reporting period are shown in line 1370 on the Balance Sheet.
3.11 Borrowings
Obligations of the Company for credit and loans as of December 31, 2011, was RUB 67,982, 824 thousand (as of March 11, 2011—RUB 43,646,985 thousand).Long-term obligations made up RUB 67,600,000 thousand of the total (as of March 11, 2011 - RUB 43,000,000 thousand).
Long-term borrowings had the following composition: RUB thousand Description as of March as of Maturity Collateral provided 11, 2011 December 31, 2011 Loans: OJSC Bank Saint 5,000,000 5,000,000 September 22, Guarantees of the Petersburg 2015 Russian Federation OJSC Sberbank of Russia - 10,000,000 October 24, Guarantees of the 2016 Russian Federation OJSC Sberbank of Russia 5,000,000 5,000,000 October 24, Guarantees of the 2017 Russian Federation OJSC Sberbank of Russia - 9,000,000 August 21, 2018 Guarantees of the Russian Federation OJSC Sberbank of Russia - 5,600,000 August 21, 2019 Guarantees of the Russian Federation Total loans 10,000,000 34,600,000 Bonds series 01, 02, 03 33,000,000 33,000,000 December 20, Guarantees of the 2017 Russian Federation Total borrowings 43,000,000 67,600,000
Pursuant to the resolution of the Supervisory Council of state corporation Russian Corporation of Nanotechnologies (protocols No. 31 dated July 27, 2010, and No. 5 dated December 09, 2010, on placement of bonds), decisions on issuance of bonds series 01, 02, and 03 were approved and state registration was completed . Pursuant to the resolution of the Board of Directors of the Company (protocol No. 1 dated March 28, 2011), decisions on placement of the above bonds via conversion into bonds upon reorganization of the legal entity in the form of transformation:
1. 8,000,000 non-convertible interest-bearing certificated bearer bonds series 01 with mandatory centralized storage with par value of RUB 1,000 each, total nominal value RUB 8,000,000 thousand, with maturity on the 2,548th day from the starting day of placement of the above bonds by public subscription (state registration No. 4-01-55477-Е dated May 12, 2011) 2. 10,000,000 non-convertible interest-bearing certificated bearer bonds series 02 with mandatory centralized storage with par value of RUB 1,000 each, total nominal value RUB 10,000,000 thousand, with maturity on the 2,548th day from the starting day of placement of the above bonds by public subscription (state registration No. 4-02-55477-Е dated May 12, 2011) 3. 15,000,000 non-convertible interest-bearing certificated bearer bonds series 01 with mandatory centralized storage with par value of RUB 1,000 each, total nominal value RUB 15,000,000 thousand, with maturity on the 2,548th day from the starting day of placement of the above bonds by public subscription (state registration No. 4-03-55477-Е dated May 12, 2011)
The placing price of the bonds series 01, 02, 03 was set at RUB 1,000 per bond, which is 100% of the par value per bond.
37
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
On the basis of offers received, the single-member executive body set the first coupon rate for series 01, 02, 03 bonds at 8.9% per annum, procuring full placement of the bonds of each series. Pursuant to order No. 1175 dated December 22, 2010, rates for the second-fourteenth coupon periods for series 01, 02, 03 bonds were set to be equal to the first coupon rate for the bonds of the relevant series.
The starting and ending date of placement of the bonds issued by State Corporation Russian Corporation of Nanotechnologies was December 29, 2010.
On May 12, 2011 the bonds were converted into the Company’s bonds as a result of reorganization in the form of transformation. The bonds of all series were placed in full for a total value of RUB 33,000,000 thousand.
Below is the composition of and changes to short-term borrowings shown in line 1510 of the Balance Sheet: RUB thousand Description as of March 11, Changes during the period as of December 2011 accrued repaid 31, 2011 Interest on long-term loans 75,755 1,482,176 (1,199,197) 358,734 from banks Coupon yield on bonds 571,230 2,381,940 (2,929,080) 24,090 series 01, 02, 03 Total 646,985 3,864,116 (4,128,277) 382,824
Payment of the coupon yield on bonds for the first interest (coupon) period was made in June 2011 for the amount of RUB 1,464,540 thousand and for the second (coupon) period in December 2011 for the amount of RUB 1,464,540 thousand.
3.12 Accounts payable
The breakdown of short-term accounts payable, shown in line 1520 on the Balance Sheet, includes: RUB thousand Description as of December 31, as of March 11, 2011 2011 Short-term accounts payable, total: 47,420,128 838,987 including Suppliers and contractors 58,224 131,969 Taxes and duties payable 35,533 27,470 including: - Property tax 35,533 23,241 - Personal income tax - 3,553 - VAT - 676 Payroll 1,268 24,184 Amounts payable to state and off-budget funds 1,517 2,695 including: - Pension Fund - Mandatory Medical Insurance Fund 1,154 2,266 - Mandatory Social Insurance Fund 220 429 (mandatory insurance against job-related accidents and 143 - professional diseases) Other creditors 47,323,586 652,669 including: - Payments to/from stockholders related to contributions to 47,241,700 - charter capital
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
- Payments related to contributions to charter capital of 79,805 620,100 entities - Payments related to insurance 1,333 17198 - Other payments 748 15,371
As of December 31, 2011, the Company did not have overdue liabilities for taxes and duties.
Accounts payable to suppliers in the amount of RUB 5,350 thousand as of December 31, 2011 (as of March 11, 2011—RUB 9,141 thousand) was denominated in foreign currencies, mainly euros and USD.
3.13 Estimated liabilities
The table below shows changes in estimated liabilities during the reporting period: RUB thousand Description Forthcoming leaves Payment of bonuses to employees Total As of March 11, 2011 84,913 - 84,913 Recognized in the reporting period 118,448 436,312 554,760 Used in the reporting period (114,435) (320,606) (435,041) As of December 31, 2011 88,926 115,706 204,632
Reserves for forthcoming payments to employees:
A reserve was established for forthcoming payments by the Company of employee’ leaves and vacations that had not been used as of December 31, 2011. It is expected that the reserve remaining as of December 31, 2011, will be used during 2012. According to management, the actual amount paid for such leaves will not exceed the reserve shown in the financial statements as of December 31, 2011.
Reserves for forthcoming payments of bonuses to employees:
A reserve was established for forthcoming payments of quarterly bonuses to the Company’s employees based on the results of the fourth quarter of 2011. It is expected that the reserve remaining as of December 31, 2011, will be used during the first quarter of 2012 and will not exceed the reserve amount shown in the financial statements as of December 31, 2011.
3.14 Receipts and expenses from operations
Information about revenue (net) from sales of products, works, services (less VAT, excise taxes, and similar mandatory payments), the cost of the goods, products, works, services sold, and management expenses for the reporting period pursuant to Accounting Regulation 9/99, Rreceipts of an Organization and Accounting Regulation 10/99, Expenses of an Organization, is shown below: RUB thousand
Type of activities Revenue Cost Gross profit Receipts from financing investment projects 2,715,995 (16,420) 2,699,575 - total including: Interest on loans provided 2,558,418 - 2,558,418 Consideration for provision of suretyships 128,347 - 128,347 for third-party obligations Proceeds from sale of shares 16,420 (16,420) -
39
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Commission for providing grace periods 8,482 - 8,482 under loan agreements Dividends 4,328 - 4,328
The cost of goods, products, works, services sold includes the value of the shares sold, which was RUB 16,420 thousand.
Management expenses include the following line items: RUB thousand
Description from March 11 to December 31, 2011 Materials 18,955 Payroll 1,254,427 Benefit-related contributions 102,830 Depreciation 525,851 Other 1,785130 including: Expenses related to projects, including the search for projects, pre- 408,081 investment expert review, transaction structuring Expenses for maintenance and operation, utility services 256,579 Information, consultancy, legal, auditor services 199,292 Security services, including procurement of economic security 177,302 Maintenance of office equipment, purchase of rights to use and support 158,055 for software Transportation services 157,759 Expenses for voluntary employee retirement insurance 115,997 Business travel expenses 78,925 Property taxes 72,126 Telecommunications 53,408 Other voluntary employee insurance 12,855 Other 94,751 Total management expenses 3,687,193
3.15 Other receipts and expenses
The breakdown of other receipts, shown in lines 2320, 2340 on the Profit and Loss Statement, includes: RUB thousand
Description from March 11 through December 31, 2011 Interest for providing use of the Company’s monetary resources 1,384,110 including: - Deposits 1,267366 - Bank account balances 116,744 Receipts for services related to obtaining participation in the IV 30,682 International Nanotechnology Forum Receipts for temporary use of the Company’s assets 17,178 Exchange rate differences 9,600 including: - Revaluation of assets and liabilities payable in foreign currencies 8,398
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
- Revaluation of assets and liabilities payable in rubles 1,202 Other receipts 2,373 Total other receipts 1,443,943
The breakdown of other expenses, shown in lines 2330, 2350 on the Profit and Loss Statement, includes: RUB thousand
Description period from March 11 through December 31, 2011 Interest on paid on loans and credit extended to the Company 3,864,116 including: - Coupon yield on bonds 2,381,940 - Interest on loans 1,482,176 VAT (non-recoverable,on gratuitously provided property) 49,854 Expenses related to organizing and holding round table discussions, 32,061 conferences, and other corporate events Expenses for services related to obtaining participation in IV International 30,585 Nanotechnology Forum Contributions to the Private Pension Fund of the Electrical Power Industry 27,975 Expenses for services provided by lending institutions 22,466 Payments to the Science and Technology Council and the Investment 10,578 Policy Committee Expenses for issuance and servicing of the Company’s securities 6,155 Expenses related to the sale, retirement, and other write offs of fixed 5,602 assets and other assets Social payments 2,123 Other expenses 65,721 Total other expenses 4,117,236
3.16 Income tax payments RUB thousand Description period from March 11 to December 31, 2011 Profit (loss) before taxes, according to accounting records (3,660,911) Contingent expenses (receipts) for tax on profit (732,182) Permanent differences of the reporting period - total 301,550 including: - Depreciation of fixed assets (284,753) - Expenses not requiring accounting for tax purposes 590,587 - Income not accounted for in financial accounting 44 - Dividends (4,328) Temporary differences of the reporting period - total 122,146 including: - Estimated liabilities for employee leaves and bonuses 116,794 - Depreciation of fixed assets 5,210 - Business travel expenses 269 - Employees’ voluntary insurance 53 - inancial investments (180)
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Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Taxable profit (loss), according to accounting records (3,237,215) Profit tax rate 20% Profit tax -
The deferred tax asset as of December 31, 2011 was RUB 687,269 thousand, including RUB 647,443 thousand of tax loss carried forward.
The Company is planning that the unused loss, according to accounting records, will be accepted for taxation purposes during subsequent reporting periods but not earlier than 2015.
3.17 Loss per share
During the reporting period, the Company’s loss per share was RUB 0.4599.
The Company does not have potential dilutive ordinary stock, therefore the diluted loss per share is equal to the baseline loss per share.
Description from March 11 through December 31, 2011 Weighted average number of outstanding shares of ordinary stock, 6,500,000 thousand Stockholders’ loss per year, RUB thousand (2,989,038) Baseline and diluted loss per share, RUB (0.4599)
3.18 Related parties
In its financial and business operations, the Company conducts transactions with related companies.
Information about the related parties is disclosed pursuant to Accounting Regulation 11/2008, Information about Related Parties.
Related party transactions primarily include the following operations: - Purchase and sale of goods, works, services - Financial transactions, including provision of loans - Provision of suretyships for third-party obligations - Payments related to purchase of stock (participation interests) in other entities - Leasing of property - Provision and receipt of collateral securing performance of obligations
Clause 3.3.1.1, Share financial investments, of the Notes presents the Company’s contributions to charter (share) capitals of related parties.
Clause 3.3.1.2, Debt financial investments, and Clause 3.3.2, Short-term financial investments, of the Notes present loans provided by the Company to related parties.
Information about the items pledged to the Company by related parties and about the guarantees provided by the Company to related parties is contained in Clause 3.19 of these Notes.
The list of affiliated parties as of December 31, 2011 is published on the Company’s website: http://www.rusnano.conn/Section.asDx/Show/31610.
Values, lines, and forms of payment under transactions in progress: RUB thousand
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Description as of December 31, as of March 11, 2011 2011 Subsidiary companies - aAvance payments to purchase fixed assets and 89,842 46,942 intangible assets - Advances paid to suppliers of works and services 3,890 27,573 - Other short-term accounts receivable 114 - - Accounts payable (15,694) (31,484) including: - - Suppliers and contractors (13,894) (31,484) - Purchase of stock, interest in charter capital (1,800) - Affiliated companies - Long-term accounts receivable - total 646,979 2,293,476 including: - Interest on loans provided 638,497 2,293,476 - Commissions for providing grace period 8,482 - - Short-term accounts receivable - total 3,583,566 70,745 including: - Interest on loans provided 3,583,525 70,182 - Consideration for provision of suretyship - 563 - Other payments 41 - - Advance payments to procure long-term financial 2,787,436 776,766 investments - Accounts payable (78,007) (620,100) including: - - Purchase of stock, interest in charter capital (78,005) (620,100) - Other debt (2) - Other related parties - Long-term accounts receivable - total - 156,131 including: - Interest on loans provided - 156,131 - Short-term accounts receivable - total 1,103,458 624,526 including: - Consideration for provision of suretyship 60,000 - - interest on loans provided 1,043,458 624,526 - Advance payments to procure long-term financial 266,132 - investments
Terms and conditions of payments are as provided in agreements.
All payments to and from related parties are made in cash.
Types and volume of transactions with related parties during the reporting period: RUB thousand
Description Period from March 11 through December 31, 2011 Sale of goods, works, services (exclusive of VAT) 97,116 - Subsidiaries - - Affiliates 46,269 - Other related parties 50,847 Purchase of goods, works, services (exclusive of VAT) (278,622)
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Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
- Subsidiaries (278,392) - Affiliates (230) Leasing out property (exclusive of VAT) 4,596 - Subsidiaries 4,596 - Affiliates - Loans provided 5,407,502 - Subsidiaries - - affiliates 5,407,502 Interest receivable under loans provided 2,531,728 - Subsidiaries - - affiliates 2,205,768 - Ather related parties 325,960 Commission for providing grace period under loan agreements 8,482 - Subsidiaries - - Affiliates 8,482 Dividends received 4,328 - Subsidiaries - - Affiliates 4,328 Other receipts (exclusive of VAT) 747 - Subsidiaries 435 - Affiliates 312
Information about transactions with key management personnel
To key management personnel, the Company relates directors and members of the Executive Board. Lists are provided in the General section of the Notes.
During the reporting period, the Company paid to key management personnel their salaries, bonuses, annual paid leave (short-term remuneration), which totaled at RUB 89,679 thousand.
Contributions to the private pension fund (long-term remuneration) for the benefit of key management personnel amounted to RUB 23,165 thousand.
The Company had no obligations to key management personnel as of the end of the reporting period.
Payments to the private pension fund
During the reporting period, the Company continued working with the Private Pension Fund of the Electrical Power Industry.
The Private Pension Fund of the Electrical Power Industry is a private pension fund for implementing the Company’s program of private pensions for its employees. The total amount of contributions for the reporting period was RUB 146,433 thousand.
The Company does not have any debt to the Private Pension Fund of Electrical Power Industry.
3.19 Contingent liabilities and contingent assets
Impact of the global financial crisis
In 2008 the Russian economy began experiencing the effects of the global financial crisis, expressed as mutual lower trust in investment and lending sectors. The growth of risks in credit, currency, and price led to negative conditions in the economy, the most prominent of which were significant price increases, volatility of stock exchange quotes, reduction of industrial production, increased number of
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
defaults under loans, and bankruptcies.
During the reporting period, the aftereffects of the global financial crisis did not make a significant impact on the operations and financial position of the Company.
Information about financial risks is provided in Clause 3.3.3 of these Notes. Litigation
The Company is not party to any litigation.
Taxation
Russian tax, currency, and customs legislation allows for various interpretations and is subject to frequent changes. Interpretation of the above legislation by Company management as applies to the operations and activities of the Company may be challenged by regional and federal authorities.
Determination of claims under possible but not initiated lawsuits and evaluation of the probability of unfavorable outcomes does not appear possible. Tax audits may cover three calendar years of operation immediately preceding the year of such audit, and under some circumstances they may be performed on earlier periods.
According to management, as of December 31, 2011, relevant provisions of Russian laws and regulations were interpreted correctly and the probability of the Company’s position in relation to tax, currency, and customs- legislation remaining unchanged is high.
Contingent liabilities
As of December 31, 2011, the Company had issued suretyships to third-party lenders for which the exercise dates had not yet occurred totaling RUB 8,203,279 thousand (as of March 11, 2011—RUB 6,666,739 thousand). Management does not expect any material obligations in connection with the above suretyships.
Suretyships provided: RUB thousand
Suretyship provided Suretyship Nature of as of as of March (for whom) provided (to whom) obligations Term December 11, 2011 31, 2011 OJSC RUSNANO OJSC Sberbank of bank loans 2016-2019 34,000,000 5,000,000 Russia OJSC RUSNANO Bond holders bond loan 2017 33,000,000 33,000,000 OJSC RUSNANO OJSC Bank Saint bank loans 2015 5,000,000 5,000,000 Petersburg Lithium-Ion OJSC Sberbank of bank loans 2015 3,500,000 3,500,000 Technology LLC* Russia Usolie-Sibirsky OJSC Sberbank of bank loans 2012-2015 3,000,000 3,000,000 Silicon LLC* Russia CJSC Plastic Logic OJSC Bank Saint bank loans 2012 1,561,540 - Petersburg CJSC Galileo OJSC B&N BANK letter of credit 2012 82,982 82,982 Nanotech* CJSC Galileo OJSC B&N BANK bank 2012 58,757 58,757 Nanotech* guarantees
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Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Virial LLC* Northern Capital bank loans 2011 - 25,000 branch of ZAO Raiffeisenbank. St. Petersburg Total 80,203,279 49,666,739 (*) These entities were related parties of the Company as of December 31, 2011.
Guarantees provided by the Company as collateral to secure its obligations under bond loans totaling RUB 72,000,000 thousand (see Clause 3.11 of these Notes) were received by the Company from the Ministry of Finance of the Russian Federation to secure the above loans only.
The validity terms of the above suretyships expire in 2015–2019, as the credit and bond loans are repaid pursuant to the agreements.
The collateral received as of December 31, 2011, was RUB 121,167,334 thousand (as of March 11, 2011—RUB 89,677,152 thousand): RUB thousand
Pledgor/Guarantor Obligations secured as of as of March Comment December 11, 2011 31, 2011 Ministry of Finance Government guarantee for the 72,000,000 43,000,000 Suretyships and of the Russian Company’s bonds and loan guarantees Federation agreements Thunder Sky Obligations of Liotech LLC 9,941,544 9,941,544 Pledge of stock, Energy Group under loan agreement, shares Limited obligations of Thunder Sky Group Limited under shareholders’ and investment agreements Hevel LLC* Obligations of Hevel LLC under 7,699,172 9,070,333 Pledge (mortgage) of loan agreement other property Plastic Logic Obligations of Plastic Logic 7,165,121 - Pledge of stock, Luxemburg plc under indemnification agreement shares
Beluna Investments Obligations of Hevel LLC under 3,856,314 3,856,314 Pledge of stock, Limited loan agreement shares Pinorim Holding Obligations of Pinorim Holding 1,269,900 1,269,900 Pledge of stock, Limited Limited under shareholders’ and shares investment agreements
CJSC Galileo Obligations of buyer (Compania 2,100,000 2,100,000 Suretyships and Nanotech* Gestione Investimenti Industriali guarantees SRL) under stock purchase agreement Usolie-Sibirsky Obligations of Usolie-Sibirsky 1,552,799 3,590 Pledge (mortgage) of Silicon LLC* Silicon LLC under loan equipment, fixed agreement assets
CJSC Danaflex Obligations of 1,180,937 1,180,937 Pledge of stock, CJSC Danaflex under investor shares rights agreements
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
NTPharma LLC* Obligations of 769,017 694,343 Pledge (mortgage) of NTPharma LLC under loan fixed assets and other agreement property Compania Gestione Obligations of Compania 726,528 726,528 Pledge of stock, Investimenti Gestione Investimenti Industriali shares Industriali S.R.L S.R.L under agreement to establish CJSC Galileo Nanotech CJSC Optogan Obligations of CJSC Optogan 691,290 691,290 Pledge (mortgage) of Tallinn under loan agreement equipment, fixed assets CJSC NikoMag* Obligations of JSC Kaustik 687,590 220,926 Pledge (mortgage) of under shareholders’ agreement equipment, fixed assets QuartzVIK LLC Obligations of SJCS Kyshtym 632,752 - Pledge of stock, Mining under investment shares agreement
Lysaro Company Obligations of Lysaro Company 584,599 371,396 Pledge of stock, Ltd Ltd under loan agreement shares
CJSC Obligations of 521,292 509,043 Pledge (mortgage) of METACLAY* CJSC METACLAY under loan equipment, fixed agreement, obligations of Licz assets and other АМТ Limited under property shareholders’ and investment agreements Hevel Solar R&D Obligations of Hevel LLC under 518,257 - Pledge (mortgage) of Center LLC loan agreement equipment, fixed assets
CJSC Optogan* Obligations of CJSC Optogan 503,143 204,899 Pledge (mortgage) of under loan agreement equipment, fixed assets, stock and shares Licz АМТ Limited Obligations of Licz АМТ 400,000 400,000 Pledge of stock, Limited under loan agreement shares
CJSC Microbor Obligations of 373,348 215,462 Pledge (mortgage) of Nanotech* CJSC Microbor Nanotech under equipment, fixed loan agreement assets, stock and shares CJSC Uralplastic- Obligations of 359,080 359,080 Pledge (mortgage) of N* CJSC Uralplastic-N under loan equipment, fixed agreement assets Pruzhina Scientific Obligations of Pruzhina 338,237 - Pledge (mortgage) of and Production Scientific and Production Center equipment, fixed Center LLC* LLC under loan agreement assets and other property SITRONICS-Nano Obligations of 307,727 - Pledge (mortgage) of LLC* SITRONICS-Nano LLC under equipment, fixed loan agreement assets
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Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
Unicom LLC* Obligations of Unicom LLC 292,655 292,655 Pledge (mortgage) of under loan agreement equipment, fixed assets and other property XLN Technologies Obligations of applicants under 267,230 104,850 Pledge of stock, Agency option agreements and shares Establishment participants’ agreements Vladipor-M LLC Obligations of CJSC RM 260,115 - Pledge of stock, Nanotech under shareholders’ shares and investment agreements and under loan agreement
Rosana LLC* Obligations of applicants under 257,100 47,000 Pledge (mortgage) of members’ agreements equipment, fixed assets and other property CJSC RM Obligations of CJSC RM 244,048 189,083 Pledge (mortgage) of Nanotech* Nanotech under shareholders’ equipment, fixed and investment agreements and assets and other under loan agreement property Microbor Holding Obligations of Microbor Holding 243,525 243,525 Pledge of stock, Ltd Ltd, Microbor Technology LLC, shares beneficiaries of Microbor Holding Ltd under investment agreement, obligations of CJSC Microbor Nanotech under loan agreement Nitol Solar Obligations of ООО Usolie- - 9,438,870 Pledge of stock, Limited* Sibirsky Silicon LLC under loan shares agreement physical persons 2,654,209 2,174,583 Other 2,769,805 2,371,001 Total 121,167,334 89,677,152 (*) These entities were related parties of the Company as of December 31, 2011.
The Company receives the right to use and dispose of pledged (mortgaged) items in the event of non- performance by the counterparties of their respective obligations.
3.20 Events after the reporting date
1. On January 23, 2012, the Board of Directors of the Company approved a resolution to issue non- convertible interest-bearing certificated bearer bonds of OJSC RUSNANO: • 10 million series 04, par value RUB 1 thousand each, total nominal value RUB 10,000,000 thousand to be placed through public subscription with maturity on the 2,548th day from the starting day of placement • 10 million series 05, par value RUB 1 thousand each, total nominal value RUB 10,000,000 thousand to be placed through public subscription with maturity on the 2,548th day from the starting day of placement; 2. On January 26, 2012, a report on an additional issue was registered; information the report is provided in Clause 3.9 of the Notes. On February 24, 2012, changes to the Company charter were registered pursuant to which the Company’s charter capital became RUB 53,741,700 thousand.
Open Joint-Stock Company RUSNANO Notes to the Financial Statements for the Period from March 11 through December 31, 2011
3. In the first quarter of 2012, the Company showed investments in the charter capital of other entities:
• CJSC Novomet-Perm, RUB 2,460,958 thousand, the Company’s share is 20.13% • TBM LLC, RUB 150,020 thousand, the Company’s share is 37.50 % • RUSNANO USA, Inc., RUB 2,930 thousand, the Company’s share is 74.99% Nearmedic Pharma LLC, RUB 1,149,020 thousand, the Company’s share is 34 %
4. In March 2012, in a session of the Executive Board of the Company, members discussed a transaction to attract borrowed financing secured with government guarantees of the Russian Federation, provided for by the federal budget for 2012, to be precise, opening of non-revolving lines of credit with OJSC Sberbank of Russia for a total of RUB 23 billion for up to 9 years and with OJSC Bank Saint Petersburg for RUB 5 billion for a term of up to 7 years.
As of the date of signing the financial statements, no facts or circumstances are known, including those related to any events after the reporting date and before the date of signing the financial statements, other than those listed above, that may have a material effect on the financial statements for the reporting period or, without making a material impact, may result in materially adverse or positive changes in the financial position or the Company’s results.
Chairman of the Executive Board (signature) A. B. Chubais
Chief Accountant (signature) S. V. Makshakov
March 12, 2012
Seal: Russian Federation Moscow Open Joint-Stock Company RUSNANO OGRN 1117799004333
49
Seal: Russian Federation Moscow Ernst and Young Limited Liability Company State Registration No. 108877
(signature)
Total number of bound, numbered, and sealed pages: 49
REPORT Of the Audit Commission on the Results of the Audit of the Financial and Business Activities, Annual Report and Annual Financial Statements of Open Joint-Stock Company RUSNANO for 2011
Moscow May 12, 2012 1. General 1.1. Pursuant to order No. 222-p of the Federal Agency for State Property Management (Rosimushchestvo) dated March 09, 2011, the Audit Commission of OJSC RUSNANO (hereinafter the “Company”) was chosen comprising the following: Oleg Yuryevich Demidov, Director, Department of Innovation and High Technologies, state corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) Yulia Nikolayevna Negasheva, Chairman,CJSC Board of Directors, Business-Alliance Vladimir Yulianovich Skobarev, Deputy CEO,CJSC NP Consult ; Dmitry Valeryevich Skripichnikov, Deputy Director, Corporate Governance Department, Ministry of Economic Development, Russian Federation Yevgeny Aleksandrovich Fyodorov, Chairman, Committee for Economic Policy and Entrepreneurship, State Duma, Russian Federation.
1.2. The Audit Commission comprising the following: Yevgeny Aleksandrovich Fyodorov, Chairman of the Commission and its members: Oleg Yuryevich Demidov Yulia Nikolayevna Negasheva Vladimir Yulianovich Skobarev Dmitry Valeryevich Skripichnikov acting under Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the Company’s Charter, and the Regulation on the Audit Commission approved by Extraordinary General Meeting (order No. 867-p of Rosimushchestvo dated June 23, 2011) performed the audit of the financial and business activities of the Company for the period from March 11, 2011 to December 31, 2011.
The purpose of the audit was to verify the correctness in all material respects of the annual report and annual financial statements of OJSC RUSNANO for 2011.
The audit of the financial and business activities of the Company for 2011 was performed using sample method.
When performing the audit, the Audit Commission reviewed compliance by the Company with the laws and regulations of the Russian Federation. The Audit Commission verified the conformance of a number of financial and business operations transacted by the Company with the laws and regulations only to obtain reasonable and sufficient certainty that the Company’s annual financial statements for 2011 and the Company’s annual report for 2011 do not contain any material misstatement.
Persons responsible for the Company’s financial and business activities during the audited period: Chairman of the Executive Board, A. B. Chubais Chief Accountant, S. V. Makshakov
2. Conclusion 2.1. The Audit Commission, on the basis of the audit performed using the documents furnished by the Company and taking into account the Auditor’s Opinion of Ernst and Young LLC, (registration number in the register of auditors and audit organizations: 10201017420) dated March 15, 2012, confirms the correctness of the following:
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1. Annual report 2. Annual financial statements for the period from March 11, 2011 to December 31, 2011
2.2. Dissenting opinion There were no dissenting opinions by members of the Audit Commission to those specified in the conclusion .
Approved by Protocol No. 3 of the Audit Commission dated May 12, 2012.
Chairman of the Audit Commission (signature) Y. A. Fyodorov